Little Moments Rebooted
by shadows59
Summary: The summer is over, they're not. As the pressure of real life and heroing builds, Ben and Gwen turn to each other more and more. Eventual Bwen. Rewritten in 2019. By Shadows59 & Erico
1. Back to Earth

Title: Little Moments Rebooted

By: Shadows59 & Erico

Summary: The summer is over, they're not. As the pressure of life and heroing builds Ben and Gwen start turn to each other more and more. Eventual Bwen.

Category: Ben/Gwen.

Rating: PG-13

Disclaimer: Ben 10 is owned by Man of Action and Cartoon Network.

Note 1: I know that it's been a long time since I worked on this story, but I've never been able to forget about it. I know that everyone is waiting for the next chapter of Breaking Point and I've tried to work on it again and again, but I could never shake the feeling that there was more that I had to say in Little Moments. As most of you know, this story started out as a bridge between the OS and AF and that only changed when I finished the original version thanks to the feedback I got.

Now, I loved Breaking Point and I think it works a lot better without the time skip, but there were a lot of things that I needed to set up in LM for it that I never did. That and the one thing that I never liked about this show was how small it felt. Ben had the most powerful weapon in the galaxy and the show never dealt with anything but three people being heroes. I wanted to fix that, too.

I always said that Ben and Gwen turned to each other because of real life, so now I'm going to show that. I will get back to Breaking Point, but you're going to get the big Christmas fight between their families and their birthday party after the big kiss now and more because I've redone almost every chapter. I hope that you all enjoy it and I want to thank you for your patience over these years as I tried to figure this story out.

I'm keeping the original version of Little Moments on the site because you all love it so much and so I don't lose all the reviews that you've given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after.

Thank you all and I hope that you enjoy the new version just as much.

Note 2: This never would have happened without my co-writer Erico and his constant encouragement with being a sounding board and the stories he wrote to get me off of my butt. I know that most of you have read his story Stone in the River, and if you haven't then you should, because it's awesome and because it's the prequel to this series. He's also released the sequel: Kiss Me Goodbye, and should read that because it's heartbreaking and some of the best writing I've ever read. I wish I could post links, but this site eats them. You can find links to both in on my profile page.

Note 3: I'm keeping the original version of Little Moments on the site as Little Moments Classic because you all love it so much and so I don't lose all the reviews that you've given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after.

Note 4: Little Moments and Breaking Point are also over on A03 now along with Erico's side stories where the reading order is listed and you can download them as e-books. Just look for shadows59 or Ericobard.

Thank you all and I hope that you enjoy the new version just as much.

Story Notes: The story starts 20 minutes after the end of Secret of the Omnitrix. Everything in the original series happened except for Gwen 10 and Goodbye and Good Riddance. I might borrow bits from the sequels and creator interviews, but the OS is king, so Gwen doesn't have an older brother and Verdona is completely human. One of two the reasons I chose 1998 was because Max was supposed to pilot Apollo 11. If he turned just 60, then he would have been 31 for that mission . Anything later would put him in his 20's, and that just didn't work for me, but that's just me. The other is so that they can ring in the millenium in style. If anyone has questions, just ask so I can give you cryptic author answers! Now, on with the show!

Oh, and there's no proofreading. We die like mne.

**Little Moments: Rebooted**

**Chapter One: Back to Earth**

_Outside of the Lone Star Mall_

_Tyler, Texas_

_August 18th, 1998 _

_8:43 pm_

There was something seriously wrong with her life.

That thought kept going through her head as Gwen pushed her way through the mob of people who were determined to go the other way, which was so, so wrong. Everything her parents taught her said to go the other way, to find somewhere safe. That she would be _beyond _grounded if they saw her now. That thought always opened up a pit in her stomach and made her grin all at the same time. That was how she knew that something was wrong. With her. With her life. With everything.

But it didn't start today.

It didn't even start three months ago when the Omnitrix fell from the sky and did what it did, even though it would have been so easy to blame that alien watch for everything, and she did some nights.

But it was just a watch.

No, Gwen _knew _that her life went _wrong _ten and a half years ago when her complete doofus of a cousin had been born in the maternity ward right next to hers and seven seconds after she was. She was born first, but it never seemed to matter. It always felt like she'd been chasing after Ben ever since anyway.

Today _so _wasn't changing that pattern. It was all that Gwen could do just to make out the boy's head and the top of his t-shirt through the crowd of people between them, but she really didn't need anything more. Not because she knew the tangled mess of brown hair or the black and white of his shirt anywhere even though she did.

No, she just had to look for the one person who was running towards the disaster because it was Ben.

It was always Ben.

And there was always a disaster waiting for him, even though they'd just barely gotten back from the last one. She knew that today would be bad just by how happy the reporter sounded on the radio, but she never expected the mall to look like this. The building was huge and as dark as the night. Dark enough that it made the lights burning in the parking lot and the flashing lights over the police cruisers look all the brighter against it.

Usually she hated it when the cops got there first, because then they had to be sneaky and Ben so didn't do that. It didn't matter how many times he got them caught and chased away by people who never believed that ten-year-olds could save the day, he never gave up. He'd just scowl and find a way through. To be a hero.

He was _crazy. _

She wasn't. Gwen _knew _that she wasn't, but _someone _had to keep an eye on the doofus and Grandpa did his best, but…

Usually they had to be sneaky, but not today.

Not when people were still trying to evacuate the mall. Not when she could see them pouring out in groups of ten or twenty people every few minutes through every door she could see. Not when the parking lot in front of the mall was _already _packed by the people who got out before they even got there. There were so many people she couldn't see the end of the mob and Grandpa had to park the Rustbucket a block away just so they didn't run over anyone.

And Ben ran _into _that with the same wild grin that he had when the last Sumo Slammer game came out. They were in the middle of a horde and they hadn't even gotten into the mall yet. They hadn't even found the...

The news on the radio used the Z word, but it couldn't be real. Not even _their _summer was that weird, right?

"Ben!" Gwen screamed at the top of her lungs because she already knew the answer, and she got the same answer she'd been getting since she started chasing him. The doofus didn't even look back.

Her cousin dodged the last line of people who were all standing there and just staring at the mall by sliding across the hood of a car and it so wasn't fair. Not when she was still twenty feet behind. He seemed to melt through the people and she couldn't figure out how because no one would move for _her. _She glared at the fat man who wandered into her way and didn't even seem to notice her even as she tried to get around and muttered, "It's because I'm a _girl, _isn't it?" through ground teeth.

It had to be. She was the one who took gymnastics and karate, not Ben, but people just moved for him. Maybe baseball wasn't as slow and boring as she thought. Not if it made him this hard to catch.

Maybe her dad was right and she _should_ look into softball next year...

"Ben!" she screamed his name again, desperately hoping that just once he'd wait, that he'd think…

He didn't stop. He didn't think. He didn't even flinch. If anything he just seemed to run faster. She didn't think he would, but just for once she was willing to give him the benefit of a doubt, that maybe he really didn't hear her. She could barely hear her even as she slid across the same hood that he had just a few seconds ago without even really thinking about it as she shrieked, "Doofus!"

He might have slowed a step at that, but she'd never know because another mob tore out through the main doors of the mall. Literally tore through them. She saw them push one of the sliding doors off of it's rail and watched it fall and explode into a million shiny pebbles against the pavement. The noise made her jump, but the people trying to get out ran over the pebbles like they were nothing. Like all that mattered was getting away from whatever was inside.

Gwen tried to imagine what things were like and she almost froze as every horror movie she'd ever snuck with her father competed with all the real monsters that she'd faced with the doofus over the last few weeks all mixed together.

But Ben didn't stop, so neither did she. Not when he _needed_ her to watch his back. Not that he'd ever admit it, the big jerk.

And then her stomach finally twisted in a knot, because whatever was inside was terrible enough that they weren't stopping. There was a woman at the head of the mob, a woman in a torn blouse with blood running down from her hair line - the red so bright against her pale skin - and a little girl wrapped in her arms. The girl was screaming so loud that Gwen could hear her even over the noise of the crowd and the police sirens. And the woman…

The woman was looking at something over Gwen's head. Either the line of police officers or the trees or something even further away than that and Gwen knew just from the look in her eyes that she wasn't going to stop for anything until she got there.

Not even for a couple of kids who were barely two years older than the girl she was clutching.

"Ben!" Gwen shouted again as everyone started to panic and he disappeared in the chaos as the people who were trying to get away ran right into the people who already got out, but were finally realizing that they weren't far enough away. She heard more people scream and an officer shout something into a bullhorn, but it only made things worse.

And then they were on her.

Gwen knew that it was the three years she spent learning gymnastics and the year of karate that saved her. They gave her the moves and the reflexes that she needed to get out of the way. The worst she got was an elbow to the head and the brush burns on her palms after she did a somersault on the pavement, but she knew that she got lucky. It could have been so much worse if she wasn't paying attention.

Ben never paid attention, and her eyes went right to where he'd been last and her glare met everyone who was trampling over the spot now, but it didn't help. It didn't even keep the worried knot in her stomach from going tight as she dodged, pushed and shoved her way over. As she looked for her idiot of a cousin on the ground and hoped...

But he wasn't there. Of course he wasn't. He was already halfway to the mall entrance and going flat out even as a police officer charged at him. Ben dodged _him, _too, and Gwen could have sworn that she saw him turn and grin at her as he disappeared into the mall.

"I am going to strangle him," Gwen swore as she started her own mad dash, "_and_ hide all of his video games!"

The crowd gasped again and now she _knew _that it was because she was a girl as they started to call out, as some of the bigger men started to chase after her. The police officer spun and she saw his mouth make the words halt, but she couldn't hear them over everything else.

Over the crowd and the pounding beat that her heart was making.

The officer reached out as she got close and he looked so worried for her that Gwen just wanted to laugh and tell him that he didn't have to worry, it's just been _that _kind of summer, but she didn't. He looked nice, but he so wasn't in shape. She barely had to spin to get out of his reach and the people behind her didn't stand any kind of chance as she ran for all she was worth. "Be right back! Just gotta get my cousin!" she called out with a laugh as glass crunched under her sneakers.

And then the mall swallowed her and everything went dark.

Literally. The parking lot was lit so bright that it took her a dozen blinks before her eyes adjusted to what seemed pitch black inside. There wasn't a single light on inside that she could see except for some emergency lights that were flashing red strobes everywhere. All they managed was to make the place seem even creepier, and the shadows even darker.

"Mom was right, those movies were bad for me," Gwen whispered to herself just so she could hear _something. _Maybe if she'd never seen them, or if she'd never seen the mall the way it was supposed to look, when it was full and lit as bright as the sun outside. When she'd just been a shopper instead of a hero yesterday.

"Yesterday?" A couple of days ago? God, it felt like it was just yesterday, but yesterday she'd been out among the stars. Yesterday, she'd helped save the universe. So it was two days ago, or three when Grandpa brought them here so she could be _human _again. It was after they'd beaten Animo, but before they found out that Ben had doofused up the watch again. She remembered that she squealed as soon as they walked in because the place was huge and wonderful with two floors of shopping Nirvana.

Her eyes went to all the stores that looked so wonderful before and they were all trashed now, with broken glass and trampled merchandise spilled everywhere.

Gwen heard more voices and people crying in the dark, but they could be hiding _anywhere _and so could the bad guys. She didn't even know where to _start _and she knew that Ben wouldn't either, but she knew Ben, so she turned right and started to run. She jerked her head this way and that and she tried not to remember that he was always better at hide and seek then she was when they were little.

Something itched as she ran down the wing of the mall as she tried to look everywhere at once. Something familiar, like she'd been down this tunnel before, and her eyes went right for the floor and the monsters she _knew _were hiding under there now.

So Gwen never saw the thing that reached out of the ruined storefront instead to catch her right arm.

She never saw it, but she felt the shock rock through her. Gwen opened her mouth to let out the shriek that she felt building up when another tendril wrapped around her mouth and caught it and the spells that would have come after as they yanked her into the shop. She tumbled as all of her training left and fell into something soft.

Something that gasped in her ear as Gwen bit down on the tendril around her mouth. She felt the tendril pull away and she was calling mana when the emergency lights flashed again and she saw pink skin instead of the green she was expecting.

Pink. Not green. Pink and purple and…

And Gwen couldn't help blinking when she saw the teen's purple hair. It was laying flat now instead of styled up, but she _knew _the girl. She'd been banned from the mall because of her. And Ben.

"Sh…. Shoot!" the girl bit out as she shook her hand and stared at Gwen with wide eyes. "Da… dang it, girl! I was trying to help! You were going the wrong way!" the sales girl hissed at her with wide and terrified eyes.

"Sorry," Gwen said as she pulled away and tried to swallow the bitter taste that had suddenly filled her mouth.

The girl waved her hand again. "Kids," she said and she let out a giggle that went on a heartbeat too long. Then she darted her head up so she could look over the window before she came back down and leaned in close. "A - are you looking for your mommy? I'm sure that she's -" The teen girl tried so hard to sound calm that it only made her panic worse.

"No!" Gwen said in a fresh panic as she looked around. God, if her mom was here… Then she shook it off and tried to sound like the hero she was. "I'm looking for my cousin. We're here to save the day!"

The sales girl blinked at her and she looked like she wanted to laugh or cry, but she couldn't figure out which. "I heard… I heard someone come by and heard him say that he was here to…" the girl choked on the next words as she shook her head. "God, I didn't know or I would have grabbed him, too, b - but he was… Maybe he was going to the entrance." The girl let out a shaking breath and then she grabbed Gwen's hand again. "Come on. It's right over there. I was going to go before, but Mark said he'd fire me if I ever left before I locked up and… and then…"

Gwen stared at the disaster in the store and the dark outside and swallowed hard. Ben was out there in it, just charging ahead without even _thinking _as usual. She had to find him before whatever did this did, but…"What happened?"

"I don't," the teen said with a shake of her head and it took everything that Gwen had to remember when she'd seemed elegant. "I heard them trashing the stores and I locked myself in the back before they…" they both looked around. "And then I heard… I thought I was safe. I thought th - that the police or someone..." She shook her head and whimpered. "I thought someone was saving us."

"Someone is!" Gwen looked over at the scared girl and grinned. "My family and I take care of stuff like this _all_ the time! We're heroes!"

The sales girl looked at her and let out another laugh. "You? You're like eight and - and your shirt…" she said, and she giggled between every word. Then she reached over and grabbed Gwen by the wrist and started to tug. "C - come on. It's safe in the back. I - we can find - I know you're worried, but…"

"I am not!" Gwen snapped as she yanked her hand free. "I'm ten and a half! And a hero!" She said as she stomped her foot. Then her eyes shot down to the cat's face on her shirt."And what' wrong with this shirt? I like this shirt!"

"The Cat's Meow? That show's for babies," the girl said as she tried to smile even as her eyes kept going back to the window.

Gwen's mouth dropped in shock "It is n…!"

"Shut up!" The girl hissed as Gwen felt a hand press against her mouth again. "Do you _want _them to hear? We… We should go back into the office. They couldn't get in last time and - and I know you're worried about your cousin, but…" her breath caught as she shrank in on herself and reached for Gwen's arm. "S- someone will come and save us soon, we just have to - "

They both froze as a bright green light flashed outside, and the girl gasped even Gwen pulled away and climbed back to her feet. "Someone already has," Gwen said and she tried to be as soothing as she could. "Go back to the back and don't worry. This will all be over soon because Lucky Girl is here!"

God, Ben's crazy was contagious.

But it was such a rush that she actually laughed as she spun on her heel and chased after the dying light.

Gwen could have sworn she'd run past a dozen stores - all of them dark, most of them looked like they'd exploded with broken windows and clothes or perfume bottles or jewelry scattered out everywhere - before she saw anyone else. A man this time, who was crouched over like he was hurt as he stepped out of a store and stood there. There was barely enough light coming through the skylights for her to see him, but she could see his head turn back and forth.

Then he took a step the wrong way, to the center of the mall.

"Wait!" she said as she ran up to him so she could stop him and turn him around. The way back to the doors had to be safer than that way, she just had to…

Had to do _something _to keep from gagging as the smell that was coming off of the man punched her right in the nose. The stink of dirt and rot was bad enough that it almost matched the worst of Grandpa's recipes and she would have gagged at any other time.

Now she just threw herself at the ground and rolled.

It was almost too late. Gwen saw the man spin and felt him something brush her hair as something cut through the air where her head had been just a second ago.

"So not what price slashing means," the girl said just to hide her nerves as she jumped back to her feet and spun around. It almost worked, just like it almost helped her ignore the sound of her heart pounding in her ears. Then she took that fear, that rush of adrenaline and terror and shoved it all down her arm, down to the palm of her hand.

It shouldn't have worked. She still couldn't believe that it did, but she felt something change in the air, as if lightning were about to strike. It gathered around her hand right as something in the universe twisted.

And then the air around her hand burst to life in a blue glow.

It was amazing.

It was terrifying.

It was magic.

And it wasn't done yet. The energy was still there, was still building up. The lightning hadn't struck yet. All it needed was a word to shape it and her will to cut it loose. Terrible, ancient words that she'd read out of a stolen book and that she could almost feel itching at the tip of her tongue now. She could feel them there, could see what they would do, but she snapped her lips closed.

She had to know what she was fighting first. Ben might rush in, but she didn't. She raised her hand and the glow pulsed with energy and flashed it's blue light over the monster in front of her.

And what she saw was just as amazing as it was terrifying.

Amazing, because for one strobe of the emergency lights she saw the man who used to be there. Even crouched down he was a head taller than her. His skin was bronzed from a lifetime in the sun and his bare chest and arms were covered in tattoos and scars. He shifted his balance from one moccasined foot to the other like a giant cat as he eyed her with dark eyes and she saw him shift the tomahawk in his hand.

Gwen had only ever seen one in a museum before - a real one, anyway - but she knew what the weapon looked like. She'd held a replica once, had used it on a board and thrown it and she knew what it could do.

What it had almost done, just a moment before.

And then the lights stroked again and she saw what was really there. The bones stained by centuries in the soil and the bits of skin that still stuck to them. Bones that should have still been lying peacefully. And his eyes -

\- the eyes were empty pits. Or she thought they were, but as she stared into them, she thought she saw a spark of something in there.

A flicker of pink fire…

Then Gwen saw the man again. He stared at her hand and his mouth moved. She waited for the moan that every real zombie made, but instead he said something that had to be a word, even if she didn't understand any of it. Except for the tone, she knew fear when she heard it. And respect.

"I'm sorry, I don't-" she started hopefully.

And then he attacked, his swings so fast that his hand was a blur and the blade a whistle in the wind.

The words screamed in her head, but they wouldn't come out. She couldn't concentrate enough to say them, it was all she could do just to keep the magic she'd already gathered with her and still stay one step ahead of the zombie's attack. The stone blade flashed out again and again as she dodged. Each swing precise and getting closer.

It felt like dancing.

And he made an overhand swing at her that sent her spinning on her left foot to get away from it. The blade came close enough that she could see the chips on the blade of the tomahawk. So close.

Finally.

She kept spinning as he stumbled closer to her. Spun as fast as she could as she brought her right foot up and drove her heel right into the zombie's temple. She kicked him hard enough that she felt it all the way up to her hips, hard enough that it should have shattered the bones she saw with every other blink, hard enough to knock the zombie down to its knee. And she didn't stop there, she brought her leg down in a scissor kick on the corpse's forearm and the tomahawk went spinning out of its hand and disappeared somewhere in the dark.

If she was fighting anything human, the fight would have been over right then.

If.

She pressed her palms together and entwined her fingers as she backed away. The two black orbs of the skull glared up at her, following her every step, and the bones of its hands were already flexing against the ground as it pushed itself back up to its feet.

She really wished that they fought something human more often.

The zombie lashed out, its fingers like daggers.

Her hands shot up. Maybe it thought she was giving up, or trying to push the monster away. If this was a horror movie, she probably would have been, and maybe it was one.

For the monster.

"Emocha objectia!" It was the simplest spell that Gwen knew, one of the first she'd learned. She hinged her hands back until only the heels of her palms still touched and all the energy she'd gathered erupted from them in something like a laser beam that slammed into the zombie's chest and sent it flying back out of the light.

"Ninja sorceress," Gwen said with a fierce grin when she heard the zombie smash hard into something. She kept grinning even as the rush left with the magic. She didn't stumble, though. Not like she had the first few times she'd actually tried to cast the spell. It stunk, but she could live with being a little lightheaded if it -

Two violet lights burned like bonfires in the dark in front of her.

Gwen quick-stepped back, trying to get some distance and she wished her voice didn't quake as she squeaked out, "I spent a weekend last summer at an archaeological dig! It was so much fun learning about your culture!"

And then it bellowed and she turned and ran.

It chased after her, the violet fire in its eyes burning so bright now that she didn't need her magic or the emergency lights to see the debris in front of her as she ran as fast as she could.

But the light that kept getting brighter.

"Good one, Tennyson," she said, the words spilling out of her in a terror-filled avalanche. "Tell the zombie Native American that you dug up his village. Bet he loves that."

Her mind raced through all the spells she knew - raced over them over and over again because it didn't take long to think of all eight spells that she had memorized and she wished she had her spellbook and about an hour to learn another spell - and her martial arts, but she'd tried them both and neither of them helped.

Her best moves, her best spell and all she'd done was stop the monster for about a minute. She needed to hit it with something bigger, like maybe the _whole mall_ bigger, and she raced into the food court. She dodged and jumped over the flipped tables and chairs that the thing behind her just ran through, but there must have been skylights here because she could finally see again, even if it was just with the pale glow from the moonlight. Her eyes went to one of the pillars that shot up into the ceiling and it only took her a second to see the pipe that was attached to it and ran all the way back down to what looked like a heavy duty electric outlet at the base.

Gwen didn't know what kind of magic did all of this, but she knew it did a number on the electricity in the mall. Maybe, if she was very lucky, a big enough jolt would do the same thing to the spell. She turned and ran for the pillar even as the violet light flared behind her and she saw her shadow spill out in front of her in sharp lines.

Of course, she wouldn't have to do any of this if Ben…

And, just for once, it was like he read her mind.

She didn't see him coming, there wasn't a shadow flying over her head like she'd seen in so many movies and he didn't shout anything to let her know he was coming because her cousin could be a jerk like that. No, she didn't know he was there until she felt him hit the ground behind her.

Hit like a cannonball.

She spun around and expected to see the black, white, and yellow giant roly-poly bug alien - and how Ben had hated it when she'd called Cannonbolt that - but instead she looked up.

And up.

And up.

The zombie writhed, not that it did any good, not with four hands locked onto the monster's arms and legs. It helped even less when Fourarms spun the thing around like it was the world's oldest discus and threw it. The monster disappeared into the dark and this time it seemed like forever went by before she heard glass shatter.

"Try to walk that off, you 60's snorefest knockoff!" Fourarms shouted and his deep voice echoed in the open mall. Then he glanced down at Gwen and she felt a wave of relief that she'd die before she admitted to when she saw his green eyes. Ben had other aliens that looked a lot more alien than Fourarms, but everything about this form still screamed alien, from the scarlet skin and extra arms. Alien except for his eyes. Somehow, despite all the changes the Omnitrix made, every alien form still had Ben's eyes. Well, at least as long as the alien had eyes. He didn't know how much she depended on that, on still being able to see that much of him even if everything else went beyond weird. Even if those eyes were creased with worry right now as he stared after the zombie he just tossed. "He's totally going to walk that off. These guys won't stay down."

"Tell me something I don't know. And where were you?""

"I was fighting a bunch of them on the second floor - " Ben started and her stomach twisted as she finally really looked at him. She couldn't see much, not in this light and Fourarms was tough, but… Was he holding his bottom left arm against his chest? And why wouldn't he look at her straight on? She was just about to call up the magic again just so she could see, could stop her imagination from running wild, when he took a step back and she made herself listen, "- they all just turned and started running this way. The bad guys usually only get that mad at me or you, and I knew that they weren't mad at me this time, so..."

"Ben?!"

"Oh, yeah. And we're surrounded." The boy said those words like they were just as much of a joke as that plastic spider she found in her bed last week, and Gwen felt her eyes go just as wide as she looked around. She couldn't see the zombies' bodies, not in the dark, and the fires didn't burn like they did in the one she blasted, but she could see the twin violet sparks in the dark around them now that she finally looked around.

Dozens of them.

"What? You didn't know that," Fourarms said. She could just see his smirk, she didn't even have to look back, but didn't dare to, not when the zombies moved as one. The first one caught a magic blast to the chin and went flying. The second was grabbed up by Fourarms, who barely even looked at the thing before he leaned back and threw the thing straight up as hard as he could. Hard enough that it went right through the skylight overhead.

The zombies in front of them were driven to their knees as the thick glass rained down them, but Gwen spun as the rest started to make that weird grunting sound again before she heard their feet pound the tile floor and then, just like that, the zombies moved…

Gwen's hands shot back up. "Vort-" Gwen started to chant when two arms grabbed her from behind. Her heart pounded, but she didn't scream. She knew she didn't, and that Ben was lying if he ever said anything any different.

"You didn't know I could fly, either," Ben said as he picked her up and jumped. And maybe, just maybe she screamed as the two floors of the mall rushed by them. The two floors and then the ceiling as he jumped right through the skylight he broke a second before.

The glass crunched under foot as they landed and she shoved her way out of his arms. "What's with you?"

"Nothing but my usual awesome." Ben didn't even glance at her as he looked down through the skylight. She did, too, and she shivered as more and more of the violet fires stared up at them. "Aw, look at them try to jump up after us. They're like puppies."

"Evil dead puppies. And something is so up. You left me behind in the parking lot…"

"Not my fault you couldn't keep up."

"You could have waited."

"You could have run faster."

"We could have gone up against them together!" she said with a frustrated stamp of her foot. "And then you run away?!"

"Hey, I didn't run! We needed space to think."

"Think? Since when do you want to do that?"

He finally looked at her with a four-eyed glare. "I could put you back."

Gwen shivered as she looked down at all the violet sparks under them. "People could be getting hurt…"

She saw Ben's fingers sink into the windowsill and she grabbed his shoulder because she knew him. She waited for him yell or just swat her hands away so he could jump back down and tear into the zombies even though if he couldn't hurt them. Instead he shook his head and asked, "You really got them mad. What did you do?"

"Sorceress stuff. What do you think I did?"

"...You talked to them?"

"You are such a…" Gwen sighed as she shifted her glare from her cousin's eyes to the disk that had settled over his heart and the green hourglass on it. "Nineteen aliens. You would think that the Omnitrix would have one that could give you some manners. Or common sense."

"What fun would that be?"

"Fun!?" she shouted and waved her arms wide to take in the whole mall, "What about this is fun?"

"Aw, come on. Don't be such a dweeb." Somehow he managed to grin even wider as he said, "Zombies! This is awesome!"

And she hated him so much right then. And hated him even more because she could feel her the corners of her lips twitch up. "Zombies are a bad thing, doofus."

"Zombies are mega-cool. What do you think it is? Russian satellite?"

"Its a..."

"I know!" Ben said, and he somehow got the deep voice that the alien form gave him to shake, "Maybe hell is full..."

"Benjamin Tennyson! Wait until I tell Grandpa!"

"Oh please. Tell him what?"

"That you said hell!" Gwen said, and she covered her eyes as he laughed at her. "Fine. It's probably a virus."

It was worth it just to see his eyes get that big and the panicked dance he did as he tried to wipe all four hands off on his pants at the same time. "What?! Do you think? WhatdoIdowhatdoIdo?!" Fourarms was huge and scary and it was all she could do not to fall over when she started laughing at the big baby. "What's so - ?"

"It's a spell, Ben," she said with a shake of her head a few. "Didn't you see the glow in their eyes?"

"Oh yeah..." Ben said as he rubbed his bald head with one hand, and she could tell he never noticed. She didn't even know why she was surprised. "So Charmcaster again."

"Or Hex," Gwen said. Probably Hex. They hadn't seen him when they were fighting the Negative 10 and they'd left Charmcaster tied up outside for the Park Rangers with the rest, but it wouldn't be the first time that the girl got away. "Or someone else. Or something else."

Ben let out a snort. "Grandpa would know."

"Grandpa told us to wait in the Rust Bucket while he took a look around."

Ben's face flickered at that. "You saw everyone," he said as he looked down. There were more zombies coming from the far corners of the mall, but she knew what he was thinking, could see the worry he'd been trying so hard to hide despite what he said.

"If anyone's still in there, this is their best chance to get out," Gwen said. "And you were… not wrong about this giving us our best chance to think."

"Not wrong? Don't you mean…"

"Not wrong."

"You mean I was ri-"

"Really annoying?"

"That's not what you said when you were going all damsel in distress."

"I was not!" She shouted as her cheeks burned. "I had a plan. I had two plans! You were just plan B at best!"

"Plan B?! You can't make something as awesome as me plan B!"

"If my good plan didn't work I was going to hit the zombie with something dense and you're the densest thing I know." He opened his mouth and she almost wanted to her his next insult, just for the game, just to see if she could keep topping him again, but she saw the zombie horde under them shift, almost like they'd all had the same thought. A few of the lights in the back went out and she knew that they'd walked away. She didn't know if they were looking for more prey or a way up and it didn't really matter. They had to stop them somehow either way. "Ben…"

"I see them," Fourarms grinned and he braced himself to jump back down. "So, I'll take the fifty on the right."

"It won't help," Gwen said as she grabbed his arm. He gave her a look and she added, "We have to take out the necromancer, not the zombies."

"A necromancer?" Fourarms repeated and the words were almost a whisper as he crouched there. Then he scooped her up as he bounced back to his feet and threw his top two arms high into the sky. "This summer rules!" He shouted as he spun them around.

And she couldn't help laughing with him, even as she hit him on the chest to make him let her down. As soon as her feet hit the roof he was half dangling through the skylight and looking around. "What am I looking for? Skull mask, robes and an evil laugh?"

She knelt down next to him and looked down. Way down. Way down. They were high enough now that she most of the main hall of the mall and even with the bad light she should be able to see something. "Look for wherever the zombies dug their way out of. That's the best place to start."

And it was, but… But that was cement. The zombies were tough and fast, but…

But, but, but...

"One of the stores?" Ben asked, but she could hear the doubt in his voice. "They moved the headstones, but they didn't move the bodies?"

"Maybe..." Gwen said as she bit her lip and ran her hand through her short red hair. She frowned and thought... "It doesn't make sense... They would have found a grave site this big when they were building the mall… Unless..." she shoved herself back to her feet and thought. Not the front, they would have seen something on their way in. Not the sides, she'd seen those parking lots when they drove in and there were just as huge and hard to drive through as the front, but the back...

The trees in the back were lit by flashing red and blue lights. There were police there already, of course there was. They'd have to be there to evacuate the mall and keep the zombies inside.

The trees…

She ran, she ran and she finally heard the popping sounds that were lost in the expanse of the roof and the noise bellow. There was a road back there, and some employee parking, but the forest was barely twenty feet away. A forest and a huge hill that was close enough that it was almost butting up against the mall. "They didn't move anything, they didn't have to!"

Gwen knew she was right before she even saw the holes that pockmarked the hill or things that had to be zombies still making their way down the slope. "It's a burial mound!" she said as Ben ran up next to her. "They probably didn't even know! They'd been there since forever! Like, fifteen hundred years at least! I read about it in…"

"Nerd," Fourarms said, barely paying attention as he pointed down at the police. There were maybe fifteen officers down there, one on a radio while the others shot into the zombie horde. Fourteen officers and a man in a bright red Hawaiian shirt with a shotgun in his hands.

"Grandpa!"

"He was supposed to come get us!" Ben said, and Fourarm's voice made it a growl. "We have to do something!"

Gwen stared down. The smart thing to do would be to wait and watch. Maybe the guns would work better than her spells and Ben's fists. That maybe the city they were in had even more cops than the ones here or out front. More police or the army and that they could just be smart for once.

She watched her Grandpa twitch from the recoil of another shotgun blast and a zombie drop as the buckshot tore through it. And then she watched it get right back up again.

"I hate it when you're right," Gwen said with a sigh as she wrapped her arms around Fourarm's neck again and concentrated until her hands burned with blue light again.

He lifted her up with all four arms this time, backed up a dozen steps and charged forward. "Heroes coming through!" Ben shouted as he jumped.

She didn't know if it was the words or the huge alien suddenly appearing in the sky, but the zombies and the police both froze and looked up. All but her Grandpa, who gave them one look and charged into the horde after them.

And then there was just the hill and the undead that swarmed over it.

They'd landed halfway up the side of the hill and she jumped out of his arms. Her lips made the words and twin whirlwinds burst to life on either side of them before her shoes even touched the dirt. Their winds tore at the hill and the monsters alike, tossing them both into the sky. It wouldn't keep the zombies back for long, but it would give her just enough time to look for…

She didn't know.

The hill looked like it had been torn apart by an army of mutant prairie dogs, with pits and piles of dirt everywhere and the smell from the ripped grass made her want to gag. Dirt and trees and undead, but…

"I don't see any skull ma - Hey, no passengers!'

Gwen spun around and saw the zombie on Fourarms's back, saw it claw at his face while he grabbed at it and a dozen more charged up at him. She raised her fists and was just about to charge back when he caught the zombie on his back by its leg and swung it like a baseball bat into the rest, but there were always more right behind them.

And more spilling out of the mall. More heading their way.

Instinct and a book that Gwen barely remembered reading drew her eyes up the hill. "A temple… Burial mounds usually had a temple at the top!"

"King of the hill time!" Ben said, and the two moved like one. He fought with the wild abandon that made her shake her head and mutter 'boys," as she blasted hit anything that he missed with a well timed punch or kick or burst of air or lightning. They fought as hard as they could as they inched their way up the hill, but she never stopped looking around for the thing that she knew had to be here.

The thing or the person.

It seemed like they'd been fighting zombies forever, and then they were on the top. And it was just as empty as the rest of the hill. If there had ever been a temple here, it had rotted away a long, long time ago. And the other side of the hill was just the same mess of holes and dirt and the more of the same pulsing violet light that burned in all of the zombies eyes that she could see staring up at them.

Except one of the lights wasn't moving and it wasn't paired and it _so _wasn't little. It burned like a bonfire in a pit barely twenty feet down the hill.

"Ben! Over there!" Gwen shouted as she ran. She felt him turn behind her, felt his steps shake the ground behind her as he tried to catch up. Then she felt him stumble and the ground shake as something knocked him to his knees.

She looked back and saw three zombies on Fourarms's. The three clung to and scrambled up the huge alien as they tried to claw at anything they could with their hands made of bone with wisps of skin still on them. She wanted to turn, to help him fight them off, but the pit was so close. Close enough that she could feel the magic coming out of it and she knew that breaking whatever was inside would end the whole thing.

And then she heard Ben howl and it didn't matter.

Gwen spun around on the ball of her right foot and her mind raced through everything that she ever read in her spellbook for something that would knock the things off of the doofus. She wanted to throw magic at them like a real sorceress would, but she couldn't think of _any _spells that would help. Lightning, the wind vortex, even throwing rocks would all hurt him more than the they would any of the zombies unless her aim was _perfect_. Even her shield spell would just trap him in a bubble with the dead things. The only thing she could do was…

"What are you doing?!" Fourarms bellowed at her as she started to run back, her eyes already locked on the zombie on his back as she got ready to launch herself at it. "Break the spell already, you dweeb! I got these!"

He grabbed the one she'd been ready to kick off of his shoulder and drove it into the ground just to prove his point in the world's most devastating piledriver. The thing hit hit ground so hard that she _felt _it through the soles of her shoes even though she was still ten feet away and they were standing in grass.

Ben hit the zombie as hard as he'd ever hit _anything _and it still didn't matter. The violet fire in its eyes flared bright in its ruined skull and she could see it pulling itself back together even as she turned. Even as she saw _more _swarming up the hill at them. There were so many now and her brain wouldn't shut up, it just kept running the numbers and she knew…

They couldn't win. Not by fighting the _zombies_.

So she did what she should have done to begin with, what anyone who was even a little bit of sense would have done the second that they saw that pit and the monsters around it and put it all together. She spun again and magic flickered around her fingers as she ran all out so she could end this before anyone else got hurt.

Before Ben used up _all _of his luck.

The whole time she started to chant the words that gathered her magic so she could release it into one burst that would break whatever it was that was powering all of this.

It _had _to. If it didn't…

She chanted louder to make the spell stronger and to drown out the sounds of Fourarms fighting behind her. His jokes and trash talk were coming at a mile a minute and he only did that when he was scared. Ben _scared. _He wasn't _ever… _

Not that he let it stop him. She knew it wouldn't just from the thunderous sound his fists made every time they connected and the way the ground shook as he jumped to block more.

As he bought her time.

At least the gathering spell worked. Gwen never could figure out _why _the air around her hands glowed with a blue aura every time she started to cast, but it was burning bright now as she kept saying the words.

Not that it made her feel any better. Now when the guilt in her belly burned hotter still as she ran. As she left him behind like they'd both done before when they had to, but that never made it any easier. Then the pit was there was there and she had to forget about everything but the next spell.

The violet energy was almost blinding now that Gwen stood at the edge of the pit, but she could still see shapes where the light burned hotter on whatever the thing was that was lying at the bottom. Shapes that almost looked like words or drawings. The thing pulsed again as it let out a storm of energy that tore at her hair and clothes, but she ignored that like she did everything else. She just raised her hands at it and started to say the words that would let out every bit of magic she'd called up in one laser-like burst of energy.

She barely got the first of the three words out that the spell needed when the boy in an alien's body screamed her name. "Gwen!" and the other two words froze in her mouth for a heartbeat as she fought down the need to spin, to run back and save _him _like he always saved her.

Three words. She could help more with three words. She _knew _that, but it didn't stop her heart from hammering or keep her from remembering the last time that she'd heard her cousin sound so panicked.

\- teeth and tendrils and she was trying so hard but she couldn't get out of the thing's mouth any more than Ben could keep the doors from closing and the last thing she saw before the light went away was his face as he screamed her name as the teeth closed and and and -

And she screamed the first two words of her spell again as Ben howled, "Gwen! Dweeb! Look ou - !"

The zombie slammed into her side a heartbeat later.

It hit her so hard that it knocked her right off of her feet even as it wrapped it's boney arms around her. Gwen heard Fourarms's scream tear through the night as they hit the ground together with the zombie's arms still around her, but somehow she managed to get her foot against it. Somehow she managed to kick away.

She kicked hard enough that she slid across the slick grass until that went away, too, and she fell again. It felt like she fell forever, but it couldn't have been for long before she hit the loose dirt and torn grass that covered the bottom of…

Her eyes went wide as the blue light in her hands burned like stars as she stared at the dirt walls that seemed to tower around her even though her foot was still on the lip of the pit. It didn't matter because she _knew. _

A grave. She was in a _grave. _

_They _were.

It might have been a new zombie or it might have been the same one that just tackled her, Gwen couldn't tell and didn't care. She just knew that it just _there, c_rouching over her with burning eyes that looked so much like the stars that it just blocked out. The thing had to be a foot taller than she was and so much heavier as it threw itself at her, but she fought like a cat against it anyway. She twisted and clawed at its hands and when that didn't work she tried all the dirty tricks Sensei taught her in case she was ever in a real fight. She kicked and clawed at its chest as she tried to find its face. It's _eyes. _She didn't know what touching the magic fire she saw there would do to her and she didn't _care. _

Neither did it. It didn't even _notice _as she dug her fingers into the ruins of it's shoulders.

But Gwen didn't stop. Not even when she felt cold metal under her fingers instead of the bones or leather she was expecting. She looked up at the zombie, at the glowing violet fire in its eyes she'd been ready to claw at even though she didn't know what the spell would do to her if she touched it, and for the first time she saw the helmet it was wearing. It was pitted and rusted red by time, but it was still a helmet.

A helmet that didn't _belong _here on a zombie that must have been just as far from home as she was. A laugh slipped out of her mouth at that thought that she never would have recognized as hers if she'd heard it.

She fought even harder even as she let out that noise. Hard enough that she could finally pressed a hand against the rotted cloth on his chest that must have covered the chain mail once in a wild attempt to shove the thing off of her. Then the light in its eyes flashed violet and she saw the man that the zombie had once been. She looked up into his tanned face with it's thick black beard, all of which was almost hidden behind a helmet so new that it still had hammer marks on it.

Violet light still burned in his eyes, but they were blue now and not just black voids in a skull. Blue and drawn to the light that flared around her hands that revealed the soldier over her as he was when he was alive. Whatever spell was reanimating him even restored the cloth that he wore over his chainmail even though she had her hands pressed into it. The wool felt new under her fingers, new enough that she could see the red snake that was eating it's own tail that someone emblazoned into it. A snake that was slithering around a blue circle. Gwen stared at it and almost wondered…

And then the violet laugh flashed again and it was a monster again. One that somehow managed to snarl a single word from between lips so dessicated that they were pulled tight against its crooked teeth.

"_Witch_."

The word burned in her head and magic blazed in her hands as the zombie pressed in and her world shrank down to just those teeth. She could just see them tearing at her, closing around her.

Again.

"Ben!' She shrieked as what felt like the whole world collapsed into her chest before it exploded out of her in light and thunder.

**\- o - o - o - o - o -**

"- pened to her! She just cast the spell and - " Gwen heard a raspy voice shout as she felt hands grab at her.

Her eyes opened and she saw something huge crouching over her, felt its hands on her shoulders and she moved. She clawed at the arms, but her short fingernails only got caught on material that seemed to glow with color even under the moonlight. Glowed in a horrible mish-mash of colors that she...

"Grandpa?"

"Pumpkin!" Grandpa Max shouted, and she could hear the relief in his voice even as he scooped her up and hugged her tight. She buried her face in his shoulder and let his warmth be her world as she tried to make everything else stop spinning around her.

He didn't say another word as she held onto him. Not to her anyway. She thought she felt him shake, just once, but his voice sounded just as steady as it always did as he said, "Ben, time to go!"

"Got it!" Ben said, his voice twisted as the hug got even bigger. Four arms bigger. Ben lifted them both up like they were weightless and jumped.

Jumped once. Twice. Three times.

Jumped away.

"Wait!" Gwen gasped out as soon as Ben landed and she shoved them both away. Her head swam, but she had to stop them before they got further from the field, before they had to fight their way back again. "We have to - We - " she said as she stared up into Fourarms four eyes, which were so wide as they stared down at her.

She heard metal scrape against metal and her head spun again as she turned to look. She watched Grandpa lean into the passenger door of the Rustbucket and pull a box the size of a big lunch box out from under the seat and yank it open. He reached in and grabbed something that looked like a pen and another box the size of a deck of cards out like he'd done it a thousand times before.

She watched him do all of that before she realized it didn't make any _sense. _She shook her head because it felt so fuzzy and she needed to _think. _That was her _job. _Why were they - ? There were zombies out there!

"Grandpa?" Ben asked and he sounded so worried even with the way Fourarms' voice rumbled.

"It'll be okay, Ben," Grandpa said, his voice calmer than his eyes as he pointed the pen at her and did something that made the end of it glow. "Gwen, Pumpkin, everything's going to be okay."

Gwen blinked at the words and shoved the laser pointer away and it was all she could do to keep from falling over from the push. Her knees never felt so weak before, but she made them work, made herself stand because she knew that if she fell over they'd try to save her instead of everyone else and she hated it when they did that even though she'd do the same thing for either of them. She made her knees hold her up as she spun around because _Ben _would understand. She made her hands stop shaking and her heart slow down and her lungs work so she could force out the words she needed to say. "Wait! I'm fine! I'm fine. We have to break whatever it was that was in that pit! That's what..."

"We know!" Ben shouted back. His voice shook and she would have sworn he was just as mad as she was at Grandpa for making them run away if it wasn't for what he said next. "I smashed it already! I did it after your spell knocked everyone over.'

"But…" Spell?

"It's over, Gwen," Grandpa said as he waved the pen at her and stared at the box. Then he let out a sigh before he put them both in his pockets and reached over so he could brush the dirt from her hair. She tried to pretend that was all he was doing, but she could feel his fingers searching for a bump, that he was watching her and waiting for her to jump. "The zombies all collapsed the second Ben broke the stone. The police can clean up now."

"They are? Did you see what was on the stone!? Was it a ch - ? I'm _fine!"_ Gwen shouted, her mind spinning as she pushed his hands away again. She was. She knew she was. Nothing hurt. Nothing physical anyway. She was glad it was dark. Dark enough that they couldn't see the blush that she was sure was burning its way up her cheeks because they were treating her like a _baby _when there was a bad guy out there! "Ben, tell him - ! "

Fourarms looked at her, but there was a flash of red light and it was Ben who answered in a mumble, "Just let him check," before he turned and kicked at the ground.

"It's fine, Gwen. Deep breaths."

And the words _rankled. _She wasn't made out of _glass. _"Gran-!"

"Deep breaths," Grandpa Max said again and he gave her _the _look. Gwen rolled her eyes, but she stopped trying to squirm away as he ran his hands over her head. At least he dropped the silent treatment as he did it. "I've seen stones like that before. The people who lived here probably buried it to protect the grave site."

"Unless it was - "

"I don't think so," Max said. He cut her off like he knew what she was going to say because he did. Because he was Grandpa Max and he knew everything. "I didn't see them, anyway. The stone had probably been buried there all this time and some animal just happened to dig it up today. It happens."

"It happens. Zombies just happen."

"You would be amazed," Grandpa said and he finally gave her a smile as he reached down and squeezed her shoulder.

"I told you I was fine." Her voice was firm as she pushed what happened away. "It was just… I think that spell needs more work."

"Yeah, the spell," Ben said and it should have sounded like he was agreeing with her, but it so didn't.

"The spell," Grandpa Max repeated. He'd heard Ben's tone, too. She knew he did just from the way he looked at them both. Then he frowned and shook his head and she could feel Ben tense even if she couldn't see his face. "This is why I told you two to -" he stopped himself there. Stopped himself and took a deep breath. He reached over again and squeezed Gwen's shoulder as his smile went away and the worry came back. "You've never… Neither of you. You… Did something - ?" he asked, his eyes flickering between her and Ben before they went to the sky.

To the stars.

And just like that she knew what he was asking. They barely got home before this happened, and they never even had a chance to _talk._ About how they found the creator of the Omnitrix, about fixing the Watch or Vilgax or the things they saw, or - or -

She heard the Doofus let out a hissing breath behind her and she shuddered again as her eyes went to the dirt before she slammed them shut, but that didn't stop the memories of being dragged under it, of being pinned against it and the teeth…

Gwen felt it all come bubbling up as her stomach twisted and she felt the words just at the tip of her tongue.

Then there was a whirl of police siren down the road and the moment was gone, just like that.

"Okay," Grandpa said a moment later, his voice low as he followed the car. Then he let out a little grunt as he stood up and started to herd them to the side door. "Okay. I just… I'm so proud of you two. And you can always talk to me. About anything, but right now we have to go."

"Even about doing a victory lap?" Ben asked as he opened the side door and jumped in. He sounded so obnoxious as he asked, but Gwen saw him run his hand through his hair and his grin didn't meet his eyes.

Grandpa let out a little laugh, but she could feel his eyes on her as she jumped in after Ben. "Not today, Sport. Sorry." The worry didn't leave his eyes even after he made sure that they sat down in dining booth. She was sure it was still there even as he made his way to the front of the R.V. That it was still there as he pulled the Rustbucket back into the street and drove them away from the mall as fast as he could.

Not to anywhere, not yet. Gwen knew that if they asked he'd say he was heading for some landmark or some city and they would be in an hour or so, but for right now all that mattered was getting away. "The life of heroes," she sighed. It wasn't what she wanted to say, wanted to ask, but it didn't matter.

She knew that Ben was okay just by the way he grinned when he looked at her and threw his hands up. The smile she felt spreading across her face was real, but only a little bit of it was because he always acted like not getting to strut for the cameras was the end of the world. The rest of it… He could act like a doofus all he wanted to for right now as long as he was okay. "I know! Like one bow would have ki-"

"Right?" Gwen said with a laugh before he could finish. A laugh that died when she saw the drawn look on his face as he stared at her. "Ben? I'm… It's…" She tried to say the words, but she felt her heart start to pound again as her eyes darted over him.

"Whatever." He shoved himself to his feet like it was nothing and if he was hurt then she knew he'd play it up for all it was worth, not turn his back on her. Not storm away.

"You're just jealous!" Gwen shouted before he could get more than a couple of steps. "Zombies and a cursed graveyard? Its official. My magic is way cooler than your watch." She plastered the biggest smirk she could on as she waited for him to explode, for them to spend the next hour shouting insults at each other until today was just a normal day. Normal for them anyway.

She needed him - needed him to act like everything was normal and she didn't know why.

He froze and she _knew _she had him even before he spun around. "It is _not! _The Watch is way cooler than your hocus pocus!" Ben shouted as his hands flew everywhere.

"You wish!" Gwen said, and she felt so relieved that the doofus was being a doofus that she could have cried. She laughed instead as she eyed the red light that was glowing away under the Omnitrix's faceplate. "My spells are way cooler and they don't have to recharge after I use them."

"No, you just have to take a _nap," _he said as he crossed his arms and he got that little smirk that he always did when he thought he _won. _

"I didn't - !" she started as she stomped her foot. Then she shoved her chin in the air and sniffed. "At least my magic won't blow up the _universe." _

His eyes shot open so wide that she could see the whites of them all around them. They were so wide that she could almost see the monkey's in his head trying to think of a burn as good as the one she just gave him and some sick part of her couldn't wait to hear it. Her heart fell when he shoved a hand through his hair and spun around as he shouted over his shoulder, "I'm getting a shower, Grandpa! I've got Zombie dust everywhere!"

This - this wasn't how they played the game. "Ben…" He didn't… It was just a game. He _knew _that. He wasn't -

"Gwen gets first shower!" Grandpa called from the front before she could think of anything else to say. Ben didn't argue with Grandpa or even pretend he heard her. He just stomped his way to the back of the Rust Bucket.

He already had their bunks down and a comic in his hand when she finally got the courage to stand up again and follow after him. "Ben…" she said, and her heart thumped in her ears as she said it.

"Don't spend all day in there this time," was all that he said before he rolled away from her. Before he even gave her a _chance. _

"Whatever," she snapped back as she grabbed up her pajamas and stormed into the bathroom and what whoever designed the Rustbucket laughingly called a shower. It got the dirt off of her, and there was _so _much that the water looked black under her feet. Almost like she was sinking - or being pulled under and - and -

And the Rustbucket did its best, but the water heater must have given out again because she shivered through the whole thing even with the heat turned all the way up. She stayed under the water for as long as she could stand, but she was so cold that her hands were shaking by the time she almost felt clean. They shook enough that she barely pulled on her pajamas, enough that it took forever before she trusted them enough to wipe the steam off the mirror so she could brush her teeth and put on her moisturizer. Still, she almost normal as she stepped back out and shouted, "All yours, Dork."

Ben didn't say a word back.

"Whatever," Gwen said again before she turned and stomped away from him. She didn't look at where she was going. She didn't care where she was going as long as it was away from him. Three months. She should have him figured out after three months, she had _everything _figured out after three months.

But she didn't. She so didn't.

She didn't look at where she was going, but her feet knew the way. She'd made the trip so many times that she knew the feel of the worn carpet under her bare feet and she wasn't even surprised when she finally collapsed into the passenger seat.

It was her favorite seat in the whole world - their favorite seat. They'd fought over it almost as much as they did the top bunk over the summer and - and she shoved the doofus out of her head as she let herself sink into the seat. The upholstery was just as worn as the carpet or the rest of the Rustbucket, but it felt like home.

And now it was all hers. Now she'd finally get five minutes of peace without any more monsters or her cousin - she was repeating herself, she knew she was - bothering her and it was a vacation.

"Gwen," Grandpa asked from the seat next to her. "Are..."

"Why does he have to be so..." her lips moved as she tried to find some word to describe Ben... and she picked the worst one she knew, "so Ben?"

"Gwen," Grandpa repeated, this time with a sigh.

"It should have been just the two of us," she said in a rush. "It was my turn!"

"Gwen."

"He had you to himself last summer," she said, and she didn't know why everything went blurry, but it did. "It should have been my turn this year."

"A four day camping trip isn't all summer, Gwen," Grandpa said with a sigh. "And I heard the same thing from him after I took you to Los Angeles."

"For, like an hour. It's not the same," she crossed her arms and stared out the window.

"Gwen. Pumpkin," Grandpa said and she sunk into the seat because she knew what was coming, that was trying to find the words and she hated it when Grandpa couldn't find the words. The only way things could have been worse was if he used her full name. "What happened?"

No, that question was way worse.

"Its my fault," she said, and she heard her Grandpa shift at those words, "I should have practiced that spell first. It worked though."

"You've had spells backfire on you before, and you never..."

"Zombie movies freak me out," Gwen said, the words rushing out of her before the man could finish that sentence. Somehow, somehow she knew she couldn't let him finish it.

That it would be real if he said it.

"I know that isn't true," Grandpa said and he made another one of the sounds that should have been a laugh, "not after the marathon you two insisted on last month."

"Grandpa..."

"Did something..." his voice caught. "You two were gone with Tetrax for almost three days. Did something happen?"

And her stomach twisted. Three days? It couldn't have been... Three days in space? She looked out the windshield at the stars in the sky and... God, she'd been out there for days. She wanted to grin. She wanted to tell everyone, tell her parents, rub it in the faces of everyone at school. God, she'd been in space. She'd been out in the stars. She'd been...

A flash of teeth and tendrils and the world going black as the alien dragged her away. As she called for Ben and he tried so hard to save her.

As the light went away and she knew that she'd never -

"Gwen? Look at me. Everything's okay. You can tell me."

Gwen shivered and made herself look at her Grandpa, really look at him like she'd been trying not to ever since they got back a few hours ago, back when the radio report about zombies at the mall was a relief. And she saw what she always did, the laugh lines and the eyes that always lit up every time he saw her and had enough patience in them to put up with her cousin and…

And the worry lines around his eyes that she was sure weren't there before she'd stowed away on Tetrax's ship with just a note on his pillow telling him where she was so he wouldn't worry. A note that so didn't work, that she knew wouldn't work, but she couldn't let that stop her. Not when Ben - not when the universe needed saving and she just couldn't leave all of that up to the doofus. That he shouldn't - that he couldn't handle it all by himself anyway.

He needed her. He would never say it, but she knew that he did.

And Grandpa looked so tired when they got back. He looked so tired and Ben...

And Ben...

"I was stuck in a spaceship for Ben for three days. What could be worse than that?" Gwen asked and she made herself grin as she said it because she should have been. It should have been a joke. It would have been one a summer ago. She thought Grandpa was going to laugh or yell, not go pale as his fingers went white around the steering wheel.

"I thought I lost you both," Grandpa said in a voice that was barely a whisper, "that I'd have to go home and tell your parents that I - I knew I couldn't go with Ben, not after what Tetrax told me - that if anyone even thought I was out there they'd… but you were gone for so long and I… I should have... "

Grandpa looked at her after that and his eyes went right through her like she was a ghost and -

And there were teeth and the light went away and she was too scared to even try her magic and she just wanted to go home. She just wanted -

"Gwen?"

Gwen blinked at the sound of her name, and blinked again when she saw Grandpa staring at her instead of…

It didn't matter. Not when the old man looked so worried that Gwen made herself smile because the truth would just hurt her Grandpa even more, hurt him even though he couldn't have done anything then or now to change it, and it always felt like her world was going to end when her Grandpa got hurt.

So she got up and wrapped her arms around him in a hug and tried not to notice that he was shaking just a little. "I'm okay, Grandpa," she whispered and he reached up and squeezed her hand. His hand, the one that always dwarfed hers and felt so strong when she held it, shook even worse than his shoulders did and kept shaking until she kissed his cheek and declared in a firm voice, "We're _fine_, Grandpa. We handled it. We saved the universe."

They had. She had. She handled that, and if Grandpa could handle that kind of worry then she could handle… whatever this was. She knew she could. For the first time in a day, the knot in her stomach went away just a little.

Grandpa must have seen it, too, because some of the worry finally left his eyes. "And then you came back to be Zombie bait."

"Well, that's my own fault," Gwen didn't have to fake the laugh this time as she let him go and sank back into the passenger seat with a smirk. "Look at who I was with. Who would snack on Ben's brains when mine are right there?"

"Gwen," Grandpa Max said again, except this time he had a long suffering sigh instead of the worry. "Do you really wish that?"

"That zombies would eat my brains?"

"No, that it was just the two of us this year."

And she opened her mouth to say yes. To say yes over and over because things would have been so much better if Ben wasn't...

Wasn't...

"Grandpa," Gwen said, her voice dangerously close to a whine as she turned away and stared at the stars again.

"I didn't think so," Grandpa said, and his smile was back and she hated it. She hated even thinking about it.

But she was in her favorite seat in the whole world and it didn't matter what happened at school, or at home, or out in the stars, not when she could sit there and talk about anything while Grandpa had that smile and just listened to her ramble because he was the best listener. Then, when she finally ran out of words, he would say something that would make her laugh or roll her eyes and everything seem okay again.

It was a kind of magic that only he had.

So she stared at the stars and talked and waited for that magic, for that feeling to come back.


	2. How to Say Goodbye

Author's Note 1: I want to thank everyone that sent reviews and are favoriting and following this story. It means more to me than I can say.

Aurthor's Note 2: Tactical Ochoa has posted a series guide and links to some character drawings that CMR Rosa commisioned on his Deviant Art page, so if anyone wants to see what my OC's look like, go to deviantart and paste on /tacticalochoa122/journal/Ben-10-Little-Moments-series-796400813

**Chapter Two: How to Say Goodbye**

_Southbound on the El Camino Real_

_Bellwood, California_

_August 22nd 1998 _

_9:30 am_

Gwen's bed was warm and soft and all the springs were so well broken in that they fit around her like a glove, even if it was so tiny that she had to curl up until her chin was on her knees just to fit in it. The blanket she felt tucked in around her only made it better, because she could smell a hint of her Grandpa's aftershave in the soft fabric with every breath she took.

She smiled and snuggled in deeper without ever opening her eyes because everything was perfect.

Almost anyway, but someone wouldn't turn off the _light. _"Bnnn," Gwen called out so that her doofus of a cousin would finally put away his comic and go to sleep, but he didn't.

Of course he didn't.

And she couldn't get away from the light, either. It followed her no matter which way she turned and even after she buried her face into the crook of her elbow. Old words that would have fixed it went through her head like a song on a radio that was turned down to low and just a little off the station, but she was too tired to even try.

Even if watching light bulbs burn blue before they popped was always a thrill and the best way to start heroing.

But she didn't need magic. Not that kind, anyway. She knew a way better and older spell than any in her spellbook that always worked. "Grnnnpa!" Gwen called out with her eyes still closed tight and the words just a little muffled by her pajama-ed knees. "Mak' Ben t'un off the l'gh," she tried and waited for Grandpa's sigh and soft word.

She didn't expect to hear the man chuckle like it was the funniest thing he'd heard all day, and she could always hear the man chuckle because his laugh was just as giant at the rest of him. So was the smile that she heard in his next words. "Sorry, Pumpkin. Even Ben can't turn off this light."

"H' cn, too! H's rght thr!" Gwen mumbled as she buried her eyes into the crook of his elbow and thought dark thoughts at Ben as he snored away in the bunk under her in an endless…

Wait… that wasn't the doofus's snore. He didn't… He snores didn't sound like an engine that never stopped running. That was his _mouth. _She smiled just a bit at the insult and tried to remember it because it was about _Ben _and she'd probably need a good one before the day was…

The day?

It was. She opened her right eye just enough to see the bright light pour in through all the windows around them, and then both because she wasn't in bed at all. Not really, even if this so wasn't the first time that she'd woken up in the Rust Bucket's passenger seat, or with Grandpa grinning at her as he…

"Grandpa?" Gwen asked as pushed herself up and let her feet fall to the floor. She tried to hold her blanket close, but it slipped out of her fingers as she dropped her mouth and looked through the windshield because everything was _wrong. _

There should have been trees outside, not a packed street. There should have been stars and the moon, too, but there weren't. They were all washed away by the bright blue skies and the sun that was _way _too high in the sky and Grandpa…

Grandpa should have been telling them stories over a campfire, not _driving. _Her heart started pounding as she pressed her nose against the passenger side window as a little white church went by. A church that she _knew, _but she couldn't!

It was right off the interstate and the only way she could have seen it was if…

Gwen stared and held her breath and hoped she was wrong with everything she had because she'd seen so many little churches just like that one over the last few months. She stared even though she knew she wasn't. She saw the same little chapel every time that she had enough time off from school that she could go visit her other grandparents. She stared at the white-washed building and she couldn't help remembering the words that her mormor always murmured when they drove by as they brought her home.

'Abandon all hope.'

Her mormor had been saying that for as long as Gwen could remember and the only thing funnier was how her morfar would lean over and whisper, 'Hush, Elna, you can't say that in front of Gwen,' like she couldn't hear him or he wasn't just laughing, too. It stayed funny even after she found out what her mormor was quoting.

It wasn't now.

The church started to disappear behind them as Grandpa touched the gas and Gwen watched it for as long as she could. Then she sank back in her seat and swallowed hard because her next three words felt like the darkest magic. "Where are we?"

"Well," Grandpa stalled and the smile in his voice faded just a little. "You know, Pumpkin. We just passed…"

Gwen shook her head and almost got blinded by her own bright red hair as her bangs fell free into her face. She shoved it back and reached for a clip that wasn't there, that she'd left back on her bunk when she'd... "But…"

"I figure we're about fifteen minutes from Ben's," Grandpa said with a sigh. Then he turned and grinned at her. "I thought you were going to sleep the whole ride home. Was Ben's snoring really that bad? You two looked comfy enough when I went to bed last night."

"No, it wasn't… " Gwen said as her eyes went to the windshield. It wasn't Ben's snoring, she just wanted to… She shivered as she remembered teeth and the lights going out and then Ben… and her bunk was too small so she came up here because she could see the stars…

She never meant to fall back to sleep. She never wanted to wake up and see the sun instead. She had too much to _do. _"Ben's?"

"He was awake," Grandpa said as if that explained everything. "Well, more awake than you, anyway. From the way you were snoring I figured I could drop him off and get you home before you even realized."

And there it was. The word that she didn't want to think, because if she did…

"But… but…" Gwen said as she watched the road go by. She knew the little gas station that she saw next every bit as well as she did the church, and she knew that if she craned her neck just a little she'd be able to see…

She knew _all _of this. For the first time in three months she knew _exactly _where she was. She knew that they'd be driving by a mall in a second - one she always wanted to go to but her mom just wrinkled her nose at it when they drove by - and she knew how many turns they were from Ben's house, and hers, and…

And summer was over. There weren't going to be any more surprises or a last minute adventures. There was just this. There was just the normal world again.

"We're almost...?" Gwen asked, and she pronounced every syllable with the same care that she used for a new spell because they felt just as dangerous. For all of her care, her voice still gave out before she said the last word.

Before she could make it real.

"But… but we had plans!" She shouted, suddenly furious. "Why didn't you wake us _up! _Ben and I were going to make you breakfast and help you clean the Rustbucket and… and I thought we'd watch one more movie and - " She'd talked to Ben about it, anyway, and the Doofus rolled his eyes like all of that was a niceness was the apocalypse, but she knew he'd help. Maybe not with the cleaning or the cooking, but…

But she knew him. He'd do it all just to make summer last just a while longer. It would have been better if he'd done it just because it was nice, but, it would give them just a little bit more time before...

Grandpa twisted the steering wheel and Gwen dug her fingers into the arms of her seat because she knew that Ben's was only two more turns away. She stared at the almost empty road in front of them and wondered where the traffic was when she needed it. She swallowed hard and her voice was a whisper as she repeated, "We had plans."

"I know, Pumpkin," Grandpa said and he tried to grin even as his voice got thick. "I saw the list. It would have taken another week to do everything you wanted."

"...so?"

Grandpa sighed and she didn't know if his next words were for her or if he was just trying to convince himself. "We were up late last night and you looked so comfortable that I..."

They were. They were up so late, and for once it wasn't for hero time, even if Ben kept watching the sky like he was waiting for something. They just camped and listened to Grandpa tell stories over the fire and it was boring and lame and the best night of the whole trip. "I was…"

"You looked so cute curled up and I didn't have the heart…" Grandpa admitted with a sigh. "So I thought I'd let you two sleep in. It is a vacation."

"But," she said and stopped because she didn't know what word came next. She was almost home. Today was the last day of their trip and she was almost home.

Finally.

In a few more hours she would be back to normal. There wouldn't be any more aliens or explosions or fights because that kind of stuff never happened in Bellwood.

\- the light going away as she was dragged -

She shoved the image away and shivered as she stared out of the windows as if she'd never seen her home town before; as if Bellwood was New York or Washington or Los Angeles or all the other places it so wasn't.

As if Gwen couldn't feel her Grandpa's eyes on her, as if she didn't remember the look that came with it, as if she'd forgotten it in just three days. "We could still stop for breakfast!" she called out, the words tumbling out of her as she turned and gave her Grandpa her best puppy eyes. The ones even her mom couldn't resist.

Grandpa was quiet for so long that she almost thought that he was considering it. She didn't know why it hurt so much when he said, "I wish we could - I wish I'd thought of it - but I already called ahead. Ben's parents are waiting for us."

"Oh."

"I'm sorry, Pumpkin."

"Its okay, Grandpa," she said, her eyes following the buildings as they went by. She wanted to give him a smile because it really was, but she couldn't.

"Gwen..."

"But next time I want pancakes! Lots of pancakes," Gwen said to her reflection in the passenger window. "And bacon." She paused again and made a face that was just for show as she added, "Normal pancakes and bacon," like it mattered.

Grandpa let out a little chuckle at that. "You don't know what you're missing. I was saving some Sujuk for a special occasion, but..."

"Grandpa!" She shouted like she wouldn't have started eating a whole plateful right then if it meant...

"Gwen!" he called right back with a grin that didn't last. "I really do wish I had thought of it. I don't want the summer to end either, but it is. It's time to get you two home."

Home.

Gwen swallowed two or three times, but her mouth stayed dry and she didn't move at all, except to shake her head as she watched everything else go by. She heard him sigh again, but he didn't stop and he didn't say anything else about it. She sucked in a breath and waited for the words that she was sure were coming next, the ones that she'd heard days ago and kept echoing with every worried look, but instead Grandpa didn't say them.

"Gwen, I just want to say that I know that this wasn't how you planned to spend the summer - "

Shock made her ignore everything else. Her head whipped around so fast that it should have hurt as she stared at the man next to her because those were the last words she ever thought she'd hear. She almost laughed, even though she knew it would have killed him to hear it and her to do it because hurting him was the last thing she ever wanted to do, but really? Planned?

_Planned_?

This summer wasn't like anything she could have even _**imagined**_, much less plan for. No, her plans were hiking and shopping and maybe helping her Dad at his office, at least until she went to Learning Camp, and after that…

She must have spent most of the spring just staring at the brochure for Learning Camp and trying to figure out some way to work everything in and she never did. How could she work everything into just six weeks when there were biology lessons and nature hikes and chemistry labs with an honest to God electron microscope that they could really use and not just look at.

It was everything she ever wanted with just the smallest chance that she'd be with people who didn't call her a know-it-all or teacher's pet when they weren't ignoring her until they needed help just because she liked reading and could follow directions.

She'd planned out her summer for months. She'd worked it out with charts and colored markers with her Mom and Dad helping her the whole time, only for them to drop this trip on her a week before school ended.

Not what she planned?

Her Grandpa must have seen it all on her face, because his fell as his eyes went back to the road and he finished with, "- I just hope that you had fun."

_Fun? _

The summer she _planned _was going to be _amazing. _So amazing that even Ben…

She didn't wonder why she didn't get invited, too, when Grandpa started planning this summer with Ben. She _knew _that already. She knew the second she heard her mom and dad talking to each other about Ben's big summer one night. It didn't even…

Learning Camp would have been even more fun anyway. She made sure of that. Fun enough that she wouldn't have missed Grandpa for a second and it would have made the doofus storm off when _he _found out about how cool _her _summer was.

She had it all worked out, and then Grandpa walked into her bedroom a whole week before summer started, pulled the chair out from under her desk so he could sit, smiled his usual smile and said, 'I know this is the last second, but the trip won't be the same without my Pumpkin. So what do you say? It'll be educational.'

He said the last four words like they were the joke that they were, because she was sure that there wasn't _anything _that she'd see on the road that would have taught her anywhere near as much as Learning Camp would have. That was why she almost said no in the three seconds it took her to cross the room and nearly bowl the big man over with her hug.

That last week was the first time that school ever went crawled by and it was the first time she ever got in trouble for not paying attention in class when she got caught with that road map that she'd been looking at for _weeks _at home when she was sure that she wasn't going and that she couldn't put away now that she knew she was.

For once science class wasn't as much fun as just tracing the roads and wondering...

That feeling lasted up until the second the little freak came stomping into the Rust Bucket and went full _him _on her. That was when she realized that she was stuck for three months. Three months of doofusness and annoyance and boredom.

Except...

Gwen didn't have to look at her Grandpa to know how sad he must have looked when she didn't answer and the thought made her curl her knees up so she could hide her face in them as she thought. She tried to, but she kicked something before she even got her feet off of the ground.

She reached down and picked up the book that she must have dropped after she fell asleep and her breath caught as she stared at the purple and gold leather cover of her spellbook. She remembered looking at it in the star light the night before. Not reading it, there wasn't enough light for that, but she'd held it, flipped through the pages and stared at the words and the drawings.

If she hadn't come on this stupid vacation, she never would have seen the thing. She would have had a science book, instead.

If her summer had gone as she planned, she would have had a great telescope and never been on the space shuttle or an alien ship or alien worlds. She never would have flown or floated in zero G.

She never would have gotten grabbed by whatever gooey alien was chasing her equally gooey cousin that day…

Never saved lives…

Never fought…

Never hurt people for real…

Never felt good about it afterwards…

Never wanted to be sick after she realized how good it felt…

Never done magic.

Gwen knew that she could still pretend that she had the dull summer she was sure she would, that she would have to in just a few more minutes and pretending would be a lot easier if she just threw the spellbook out the window right now. Her hand touched the handle as she looked at the book in her hand and she thought about doing just that. Just letting it all go and having a summer trapped with her doofus of a cousin and the Grandfather that she loved with all of her heart…

She looked at her Grandpa as he gave her sad little glances. He was the kindest man she'd ever known and that would have been enough for her even if she never found out about the rest.

Even if she never learned that he was a soldier and was almost the first man on the moon and was so tough that aliens wouldn't let him off the planet. She looked at him and she tried as hard as she could to see any of that in the man sitting next to her.

She tried to see the man that monsters were afraid of, but all she saw was the red Hawaiian shirt that he somehow still thought was cool and the gut that he somehow had despite all the natural – and inedible – food he ate. She tried to see the soldier, but even after all she'd seen him do, Gwen realized she couldn't.

Her grandpa was tough and brave, but when she saw him she saw the man who always had some candy for her, who always made time to listen to her, and was the only one who made it to every one of her tournaments and recitals.

She couldn't see him as a hero now, because he'd always been one to her. Nothing she found out about him changed that.

She just never knew how big of a hero he was, and that was something she never would have known if she hadn't spent the summer with him, if it wasn't for the magic and the watch and all the bad guys. Her hand slipped away from the door as her eyes went to her Grandpa. None of this was what _he _planned either, but she wouldn't have changed a _thing_.

Gwen just wished that she had a spell that could show him how much he meant to her, but all she had were some words - "Thank you, Grandpa. It was a great trip," and they didn't seem like anywhere near enough.

But maybe it was enough for him, because his face glowed. "You're welcome, honey." His smile faded as he looked down at the book she still had in her hand. "I already talked to Ben, but…"

Gwen pulled the book to her chest and stepped back. "Grandpa!"

She watched him run his hand through his hair as he let out a breath. "It's dangerous, Gwen. that book… If I could figure out how to get the Watch off of Ben wrist, I would take it off today, but..."

But he couldn't. Grandpa didn't have to say the words because she already knew them. She'd watched him try to figure out how to take the Omnitrix away in the moments where things were quiet and Ben would let him and nothing every worked. She knew that just like she couldn't let him say the words she knew were going to come next.

"I know. Trust me, the only spelling I'm going to be doing is in English class, but it's mine. I want - " She looked down at the book and ran her hand over the cover. It looked so normal sometimes, but inside… " - for one summer I was amazing. We were amazing, even if it was just us trying to keep Ben out of trouble, and I just want to…"

"...okay," Grandpa said after a minute as he looked over at her again and she didn't know if he believed her or not, but she knew that the fight was over, just like that. It was just one of the reasons she loved him. "And the heroing?"

"In _Bellwood_?"

"Gwen?"

"No. No heroing. Someone else can do that." He waited until she finally sighed and rolled her eyes. "I promise."

"Good," he said with a nod as if that was that. And it was, with her Grandpa it was anyway. "And it wasn't the book or the magic, Gwen."

"What?"

"The spells didn't make you amazing, Pumpkin. That was just you."

"Grandpa," Gwen said, her voice catching.

"I'm so proud of you. I never say it enough, but I've always been so proud of you both."

Gwen couldn't find the words. She knew so many, but there weren't any big enough. So she just got up, wrapped her arms Grandfather so she could give him the biggest hug she could and kissed his cheek.

And the big man laughed and stopped the Rust Bucket right there in the middle of the street so he could hug her back. It lasted almost five seconds before people started to honk, but it didn't matter. He gave her another look as he started to drive and added, "Ben's lucky that he has you looking out for him."

"Wish he would act like it," Gwen said with a frown. Ever since they got back he'd been… "I better check on him. He probably hasn't packed anything yet."

"Yeah," Grandpa Max said, his smile fading, and then he got a sparkle in his eye. "Make sure he'd packed his socks, will you? Last year he left a pair stuck inside the bunk and I thought a skunk had snuck in."

"Ew!" Gwen shuddered. "He better have! I'm so not touching them. Not even with the tongs."

"Just as well. I threw the tongs out after the last time."

She grabbed up the book she'd left on her seat and ran her hand over the cover again. "Maybe there's a jinx in here that would give him a normal nose, just so he can find out how gross he is."

"Go easy on him, Gwen."

Her only response was a flash of teeth as she turned and hurried back to the little compartment in the back with their bunks. If she was very, very lucky, he was asleep and she'd get to wake him up. There was a cup waiting by the sink already and everything...

But he wasn't sleeping. He was just lying in his bunk and staring at the blank ceiling above him. As she watched his right hand went up and brushed against the Omnitrix on his left arm. His fingers traced the dial on the front. He didn't try to activate it. It was like he just wanted to feel it, to remember that it was there.

She hugged her spellbook closer to her chest as she watched him. She'd learned so much about her Grandfather over the trip, but that was nothing compared to what she had discovered about the boy lying in front of her. Like how he was at least TWICE as pig-headed as she thought.

And that he was probably the bravest person she'd ever met.

She stared at him as he laid there in his cargo pants and white shirt with the black lines that she could have sworn was the only one he owned and tried to find the words to say…

She didn't even _know. _

And she didn't figure it out before he looked over and they both jumped as their eyes met. She shoved her spellbook back into the little pocket that she had in her pajama bottoms even as his hand shot away from the watch like it was red hot and they just stared at each other.

"Well, you're dressed at least." Gwen finally allowed with a grumble as she wrapped her arms around herself because she was still in her pajamas. Not that it mattered, she could get changed after they dropped him off.

He grunted as his eyes went back to the ceiling and hers went to the floor.

They didn't stay there for long. Not when she saw the mess of clothes and comics that were just piled up on the floor around their bunks. "And are you planning on packing anytime soon? We're almost back to your house!"

"It'll only take a second," Ben said with a shrug and a yawn that was _way _too big to be real.

"A second?" Gwen said with her nose up at the mess as everything she wanted to yell at him jumbled in her mouth. "School starts on Monday and it'll take you that long - !"

The doofus sat up and glared down at her like he was the king of the junkyard he made as he started shouting, too, "I bet you just can't wait to get back to all that nerd stuff! After everything that - "

"It's better than picking up after you! Grandpa can't take me _home _until you _pack, _doofus_!_" Gwen shouted as she gave the mess a kick that scattered clothes and comics across the floor. "And we're not helping you either!"

"Hey!" Ben rolled out of his bunk and dropped to the floor with a thump. "I said I'll get it!"

"Sure you will. It's not like we have that much more time - "

She thought she saw him wince at the words, but he was probably just worrying about his stupid comics again. "Hey, I'm just counting the seconds."

"Well, so am I!"

"I've been counting since I saw you in the Rust Bucket!"

"I've been counting since Grandpa told me about the trip!"

Ben blinked at that - probably because she'd been warned and he wasn't - and then he took a big step toward her declared, "I've been counting since you ruined my birthday!"

Gwen huffed at that and took a step forward herself. "I've been counting since YOU ruined MY birthday!" She shouted as she jabbed her finger into his chest and glared into his eyes. He glared right back - and she blinked as she remembered him in her bunk last night, his arms around her and his voice in her ear when she woke up from the nightmare and how the worry and guilt that she saw in his eyes then sent her running for the passenger seat because she hated making him feel like that - and this wasn't how she wanted the summer to end but everything they said to each other had been going wrong for the last few days and -

And they both spun away.

Gwen stomped her way back up to the front, passed her luggage that she'd packed last night, while the bunk springs squeaked behind her as Ben dropped into it. Her bunk, because she didn't hear him climb into hers, and she shoved her hair off of her face and gritted her teeth at the thought of his feet on HER bed. "Bozo!" she shouted without turning back.

"Dork!"

She went back to the passenger seat and collapsed into it. She hugged her arms to herself and kicked her foot back and forth in annoyance.

"That went well," Grandpa Max said with an edge of laughter in his words.

Gwen just blew her bangs out of her face and tried to figure out what he thought was so funny about Ben being a jerk. She tried and tried and then her stomach clenched as they turned down a way too familiar street and she almost got up, almost ran back…

She might have, if she hadn't seen a familiar green Corolla parked in Ben's driveway and an even more familiar couple standing next to Ben's parents on the porch. Gwen gasped when she saw them and Grandpa barely had the Rustbucket parked before she was out the door and running. "Daddy!"

"Pumpkin!" her father laughed as he spun around and scooped her up in his arms. He spun her around and then he squeezed her almost as hard as she squeezed him and it felt so good.

Good enough that she buried her face in his shoulder so hard that she was sure that she was going to have the imprint of the buttons on his suit coat imprinted in her cheek when she let go and she do didn't care. "What are you doing here?" she asked into his shoulder as her stomach twisted. "I thought…"

Her father's eyes sparked under his glasses as he looked down at her. "I know that Max said he'd drive you home, but it's been three months since we've seen our Pumpkin and we didn't want to wait anymore."

Gwen blushed and grinned and hid her face again. "Daddy!"

"I see how it is," her mother sighed as she stood there and watched them both. "Ignore your poor Mor after I stood _here_ and waited all morning, too."

Gwen's stomach tightened as she finally let her father go and went to hug her mom. "You didn't wait that long, Mom."

"If you say so," her mom said as she pressed a kiss into the top of Gwen's head as they hugged. Then she pulled back and gave Gwen a look as she wrinkled her nose and smiled a little smile. "Look at you. It's after nine and you're still in your pajamas _and_ running around outside barefoot. I knew your grandfather would spoil you, you Silly Bean."

"Grandpa didn't!" Gwen started as her toes curled against the wood deck as she hugged herself and her eyes darted to the houses that lined Ben's house. She hadn't even realized, but now that she did…

Gwen hugged herself so she could hide the stupid cartoon cat and the even dumber magnifying glass that it was holding that was printed on her pajama top that _any_ of Ben's neighbors could see her wearing. If she knew a spell that would have turned her invisible she would have used it and it didn't matter _what _she promised Grandpa. She felt like a such a dweeb, especially next to her daddy in his light gray summer suit and her mother in her sunflower yellow sundress, and her eyes went to the Rust Bucket. "I'm going to - " she started to say as she got ready to run back.

It would only take her a few minutes to unpack, maybe a bit more considering the mess Ben made, but…

She didn't make it a step before she felt a hand touch her shoulder. "Don't listen to your mom, Sweetie. You look fine and you're on vacation so you're _supposed _to spend all day in your pajamas," a woman's voice called out, and then she laughed. "I know I do!"

"Aunt Sandra!" Gwen said as she gave her mom a look before she spun and hugged the tall woman waiting behind her. It was just a proper hug at first, just like the one that her mom gave her, but that was never enough for her aunt. The squeeze the hug turned into was tight and warm and Gwen barely waited a second before she buried her face in the woman's shoulder and just enjoyed it.

And so she wouldn't have to see the looks that she _knew _the two women were giving each other over her head even before her mom sighed and said, "Of course _you_ do, Sandra. I suppose Max spoiled you, too, today."

That comment was just off enough that Gwen squirmed free so she could give her aunt a good look. She would have wondered if the woman came out dressed in jeans and a t-shirt from some old band Gwen had never heard of just to bother her mom - she wasn't even wearing _shoes _and she didn't have any excuses - but she knew her aunt and some things never changed. That was just her.

Unfortunately.

Some things did, though. "You cut your hair!" Gwen said blurted out in surprise. The last time she'd seen the woman her bright blond hair went all the way down her back in a wild mane, but now it barely touched her shoulders and that almost looked tamed. "I love it!"

Aunt Sandra blinked before she grinned and touched her hair. "I did that months and months ago, but thank you, Sweetie!" she said with a laugh as she leaned over a whispered, "I got the idea when I saw you at your birthday party, but I couldn't make a hair clip look as stylish as you do so I settled on this."

Gwen couldn't help grinning as her aunt giggled. She just wished that her aunt's smile stayed for longer, but it melted away from the woman's face when she shot a look over at Gwen's mom's hair and realized…

Her mom's red hair was almost as dark a shade as her aunt's was bright, but somehow they'd ended up with almost the same style. Gwen wished she'd never mentioned it at all as her aunt touched her blonde locks and murmured, "Long hair is such a chore, but I've been thinking about growing it out again just so we can have _something _wild around here."

That comment pulled a Mona Lisa smile out of her mother. "If that's how the wind is blowing today, Sandra."

Aunt Sandra didn't say a word back, even though her lips turned into a white line. Not to her mom, anyway. She knelt down instead and grinned as she pulled Gwen into another hug. "You really do look like you had fun, Sweetie. I'm so glad you did. It must have been so nice to get away."

"Aunt Sandra!" Gwen said, her voice going high as she looked over her aunt's shoulder and watched her mom's brow crease.

Her aunt saw it, too, but she just laughed again before she pressed a kiss into Gwen's hair. "You worry too much, Sweetie. We've had a lovely visit while we were waiting. Isn't that right, Carl?"

"Yeah, it's been great catching up with my brother." Uncle Carl said. He was in jeans and a t-shirt, too, but he must have been working on something before everyone got here, because he smelled like sawdust. He was smiling, too, as he reached over and ruffled her hair like he always did. "Hey, Honey Badger, did you have a good time?"

"Uncle Carl!" Gwen complained as she reached up to fix her hair like _she _always did, even though she knew it wouldn't stop him from doing it again. "Daddy, help!"

Her father gave her one of his small smiles. "As if your uncle listens to me."

Her mother and her aunt were night and day, but her daddy and her uncle… Her mother whispered to her once that it was like someone cut Grandpa in half and that's how her daddy and her uncle were made. Her uncle got Grandpa's laugh and skill with his hands while her daddy got everything else with her grandma's love for reading and the eyesight that came with it sprinkled on top. The only thing that they really shared was the brown hair that every Tennyson had but her.

She touched her bright red hair and hid a smile as she looked at the two men. Her daddy was just as neat as always while her uncle's looked just as allergic to a comb as Ben's was and she couldn't even _imagine.._.

"I listen plenty, Frank," her uncle said with a wave of his hand. "I'm just glad that _you _listened for once. It looks like some time off was just what the kids needed."

"Our daughter _earned _a vacation, Carl - " her mom said as she knelt down and pulled Gwen into another hug. Her voice glowed with pride and Gwen basked in it. Then the pride in her mom's voice twisted into something else as she added, "- and I'm sure that Ben did, too. If you want I can tell you where I got the frames for all the awards Gwen earned last year so you can hang up his, too."

Gwen grinned into her mom's shoulder at that. Ben getting awards at school? Maybe for most naps, but besides that...

Even her aunt and uncle knew it. She couldn't see their faces, but the silence spoke for itself. And it was the only thing she didn't get all summer. Not with Ben, not with him always trying to prank her or play with his stupid Watch while she - she didn't even know why she tried to talk to him before they got here. It wasn't like he ever listened. She just wanted to say…

Her mom eased up on her hug, but she didn't let go of Gwen's shoulders. She looked into Gwen's eyes and asked, "So… three months with your cousin. Do I even want to know?" Her mom's blue eyes twinkled as she asked and Gwen knew it didn't matter what she said, her mom already knew.

So she told the truth. "It was okay when the little freak behaved," and it felt so good to just say it.

For a second, anyway.

"Be nice," her mom scolded even as her lips twitched.

Aunt Sandra gave them both a look and Gwen didn't know which was worse, the glare her aunt gave her mom or the disappointed look she got, before she turned her back on them both and took a step towards the Rust Bucket. "Where is my Ben?"

The side door flew open and everyone turned, but Grandpa Max came out instead with Gwen's shoes in his hand. "He's fine, Sandra. They just had a little fight this morning."

"Thunderdome." Gwen heard her uncle say as she grabbed her sneakers out of Grandpa's hand and slipped them on.

"Two men enter, my little girl leaves," her dad said and she didn't even try to hide her smile when she heard it. Just like her aunt and her mom didn't try to hide rolling their eyes.

"It wasn't that bad, Frank." Grandpa Max raised his hand and smiled as he said it and Ben proved it was only a little bit of a lie when he jumped out of the Rust Bucket a second later. "See? All limbs accounted for."

The boy was still scowling when his feet hit the ground. If anything he only looked madder when he saw her parents and Gwen was sure that she was the only one who heard his muttered, "What are _they _doing here?"

She had to be because no one yelled. Not even her, even if she tried to give him the glare he deserved if only the corners of her mouth would behave.

She almost managed it when Aunt Sandra nearly knocked her and her mother down when the woman rushed over. Not that Gwen was complaining. Watching Ben squirm out of his mother's hug was the best thing that had happened that morning.

Especially when his face went tomato red.

The only thing that spoiled it was the fact that he refused to look at her. And what was the fun of smirking if he didn't see it?

And then her smirk died as her aunt lifted Ben's left arm to get a better look at the alien watch on it and asked the one question she'd been dreading for three months. "What's this?"

Gwen bit down on her lip as ten thousand butterflies all took flight in her stomach. Ben pulled his arm back and he tried to act so cool, but she could see his eyes dart to Grandpa. She knew that the… It wasn't quite guilt, she didn't know what it was, but she knew it was written all over her face and Ben's and she just knew that if her dad asked her it would all spill out, the alien device and the magic and the heroing and she hated it because she knew that their parents couldn't deal with it. They'd known that since the first night and she thought that the first call home after would been the worst, but her parents couldn't see her then and they were looking _right _at her now and she had to lie and she didn't know if she could and...

"A watch," Grandpa Max said like it wasn't anything at all. "He picked it up when we first headed out. I can't make heads or tails of it, but you know kids. He loves it."

Aunt Sandra looked at the complicated band on Ben's wrist with more than a little worry. "It looks expensive…"

"Hottest thing in the galaxy," Ben said, and she knew that he said it without thinking because it was him and because his immediately ducked his head.

"Dad," Uncle Carl said, stepping up to take a look. "We've told you not to spoil him."

"It wasn't all that much, a friend helped me pick it out. Besides, can't a grandfather spoil his grandkids these days?"

"Maybe you should go put it up in your room, Ben."

"He's had it on all summer, Carl."

"Yeah, dad. And look, not a scratch." Ben's words tripped over each other as they came out.

Ben's parents looked at each other for a moment, before his father finally shrugged. "As long as you take care of it."

Gwen saw him take a sigh of relief, and even she felt better now. Grandpa Max's face stayed exactly the same. She tried to give Ben a happy wave, but he still refused to look at her.

"And what did you get, Gwen?" her mother asked.

Gwen's heart froze as she watched her mother get ready for a fight. Grandpa Max had got plenty of things for her, clothes, books, but they were all packed up. And none of it was as nice as the Omni…

"Grandpa got me a really cool book!" Gwen said the words in a rush as she pulled the spellbook out of her pocket. Gwen took a deep breath as her mother took it from her hands and started flipping through it. "We found it in a pawn shop down in New Orleans. Grandpa thinks it's over a hundred years old and it belonged to a - a doctor…" She fought her tongue with every word, but she just couldn't stop the words from rushing out. She barely caught herself at the end and she didn't dare glance over to see if the doofus was smirking at her almost slip up. Not while she was watching her mom eye the strange words and even stranger drawings and praying…

"It's beautiful, honey," her mom finally said with a nod before she closed the book and traced her fingers over the circle in a square gold pattern stitched in to the purple leather before she handed it back as she gave Grandpa a little smile like what she was going to say next was an old joke between them, "You always had a good eye, Max. For everything but clothes and R.V.s anyway."

"I like what I like, Lili," Grandpa said with a happy grin before he nodded at Gwen, "but I can't take credit. Your little girl spotted that all on her own."

Spotted it and stole it in the middle of a fight.

"You know she gets that from my side of the family," her mom said as she gave Gwen a pat on the shoulder and Grandpa laughed the laugh Gwen wished she could let out without everyone asking a lot of questions. "Still, thank you for getting it for her. Take care of it, Gwen. It's something you'll treasure for years."

And just like that, the tension finally broke.

"Would you guys like some breakfast? Dad? Frank? We can whip something up quick" Uncle Carl asked with a grin that looked so much like Ben's as he turned and waved at the front door.

Gwen shared a secret shudder with her mom at those words, but it was her dad that saved them. "Sorry, Carl. Traffic's going to be murder as it is, and I'm sure Gwen can't wait to see her room."

"And get out of these clothes," Gwen said as she brushed at her pajama top even though it wasn't the one she was thinking of. "It feels like I've been wearing the same thing for - " And then she stopped herself as what her father said sank in.

Grandpa Max was there in a heartbeat and pulled her into a hug before the first tear could fall. "Don't be a stranger, Gwen," he said into the top of her head. "I want to know how school goes next week."

"You know I won't be, Grandpa." She buried her face into his Hawaiian shirt. "I'll see you on Monday? You could drive me to karate and I'll - "

Grandpa went stiff under her arms, and then he felt his hand brush her hair as his voice got thick with tears. Not that he would. Not Grandpa. "I wish I could, Pumpkin, but I've been gone for three months and there are some things I've put off for too long already..."

"Oh," Gwen whispered into his shirt as she tried so hard not to embarrass everyone by crying.

"I'll try, but even if I don't make it I want to hear all about it. You have my number." She just nodded because she knew that if she said _anything… "_That's my Pumpkin."

No one said anything for a long time as she she held on and Grandpa just stroked her hair, then she felt a hand on her shoulder and her mom say, "We have to go, Gwen," in a soft voice.

Gwen just nodded as she squeezed her Grandpa one more time before she let go. No one looked or said a word as she wiped her eyes. Not even the doofus and it only took a second to figure out why.

"Ben said that he had to get something," aunt Sandra said, her voice shaking just a little. For the first time that morning she looked embarrassed as reached out and squeezed Uncle Carl's hand, "He'll probably be back down in a few minutes and I know that he wants to…"

"Can we…?" Gwen started to ask as her mom.

"We have to get going," her mom answered with a shake of her head as she looked at the house. Then she tried to smile as she looked back. "We have a lot to do before school starts. Your new books are waiting for you to drool all over them and you have to try on your new uniform before Mrs. Rodriguez closes today."

"But..." Gwen tried to stall as she looked around for her daddy. If she found him, she was sure that he'd -

But he was coming back out of the Rustbucket with her suitcases in hand and a look that said he was already on the road in his head. Gwen didn't even try to fight when her mom wrapped an arm around her and led her to the car.

But she kept her eyes on Ben's front door the whole time, just hoping…

But it didn't. Not when she got in the back seat that seemed so small, not when the car shook as her dad put her suitcases in the back, and not when he pulled out of the driveway.

She spun around and kept staring out the back window and she waved at her Grandpa and her aunt and uncle until the house disappeared, but she never took her eyes off of the front door.

It didn't matter.

"Sit down properly, Gwen," her mom sighed, then she smiled and reached back to give Gwen's leg a squeeze. "And you don't have to look so sad, you Silly Bean, you'll see your Grandpa again soon enough."

"I know," Gwen whispered as she swallowed hard and stared for just a minute longer.

"You did have a good time, right, Gwen?" her daddy asked.

"I guess so," she answered as she sank into her seat and tugged on her seatbelt.

"Good," her mom said. "Did you see anything interesting?"

And just like that, the butterflies were back…

\- o - o - o - o - o -

Later that night, Gwen laid on her bed and watched her alarm clock make its slow journey to two o'clock. She was exhausted, but nothing she did would let her go to sleep.

She'd tried skimming through her new textbooks, all neatly stacked on her desk next to the color coded schedule her mother had made for her that showed everything that she had to do before school on Monday, but she'd even given up on her science book after she caught herself reading the same page for the third time. She gave up on the Grimoire even faster. The faded text seemed to dance in front of her eyes before she finally shoved it into her nightstand and turned off the light.

And stared at the ceiling for a solid hour.

There were so many things about her house that she'd forgotten. Her house smelled so clean. There wasn't even a hint of gas - from either the Rust Bucket's or Ben - or aroma of fresh octopus or meal-worms. There was just nothing with a hint of lemon.

She had a dresser to herself again and a closet that was all hers instead of theirs. She looked at all the clothes that she left behind, at all the styles and colors and she just wore the same white pants and blue kitty shirt that she wore all summer anyway until she had to go to bed.

In a bed that felt _way _too big. She had room to roll over. She had room to roll over three or four times. She almost felt lost in all of it. Maybe, maybe in the morning she would talk her dad into pushing it against the wall under the window.

Those things were annoying, but that wasn't what was keeping her up. She thought that it must be the silence.

There was no hum from the air conditioner, or the odd creaks that the Rust Bucket would make all night long. Not that those were the sounds she was missing. She wished they were.

No, she missed the sound of Ben's… Not snoring. Not exactly.

It had been so annoying at first. Grandpa's was so much easier to ignore even though it got a lot louder. Ben's… itched at her. She'd nearly smothered him with his own pillow the first week they were together. Thank God that they'd gotten earplugs…

Earplugs that she'd forgotten about by the third week.

And now, each and every time she'd almost fallen asleep, she realized it was missing and woke back up with her heart pounding until she remembered he wasn't in the bunk above her any more. That he was in his own bed in his own house and that he hadn't wandered out in the middle of the night and gotten into some kind of trouble.

But she couldn't stop _listening. _

Gwen rolled over and screamed into her pillow in frustration.

"Great, just great. Tomorrow I'm going to have to figure out where I put my tape recorder and find someone using a chainsaw just so I can get some sleep." she muttered the words just to keep the silence from getting to her.

It didn't help.

She was sure that the soft trilling sound she heard a minute later was just her brain playing tricks on her in the dark until it came back a second later and again a second after that and she _knew _that she was exhausted when she realized it took her three rings before she realized it was just her cellphone.

And then her stomach dropped through the bed because she was home and the only people she could imagine using calling her now was Ben or Grandpa. And if they were calling her then…

Her mind raced and filled the space between rings with a thousand different horrors. Vilgax could have followed them back to Earth, could traced the Omnitrix again, could be at Ben's house even now. Or maybe Animo, or the Forever Knights or any of the dozens of bad guys they'd stopped…

The sheets tangled around her legs in her rush to get out of bed and nearly sent her sprawling to the floor. Some of her luck must have still been with her, because she somehow managed to catch herself and get her phone out of the suitcase before its fifth ring.

She barely glanced at the number before she stabbed down on the talk button. "Ben, is everything all right!? Who's…?!"

"_Dweeb_." The phone went dead almost before the word ended.

Gwen's jaw dropped and she stared at the phone in her hand for a long moment and the only thing she heard was her own heart pounding. Then she slammed her thumb down on the two and let speed dial take care of the rest as she jumped back into her bed and yanked the covers over her head with her free hand.

He didn't answer for the first dozen rings, and when the phone went to voicemail she hung up and dialed again. She was willing to wait all night if she had to. Or at least until his parents caught him, which would be even better. He wasn't supposed to be on the phone any more than she was.

"Doofus!" She giggled when he finally answered and hung up before he could say a word.

She slipped the phone under her pillow, sure he wouldn't call again but ready in case he did, and settled onto the edge of her bed to finally get some sleep.


	3. Going Home

**Chapter Three: Going Home and Going Back to Normal Are Two Very Different Things**

_Gwen's House; Second floor, first door on the left_

_Bellwood, California_

_October 17th, 1998_

_2:10 pm_

Gwen stared down at her biology text-book and tried to study.

She did. She really did. Her eyes ran over the paragraphs and pictures and every few seconds she glanced over at her notebook to double-check what she'd written, but she couldn't focus on any of it. Not even with the multicolored highlights that she'd covered her notes with just to get her attention; red for the things that she needed to check again, orange for the things she was sure that the people she tutored would have trouble with, and green for things she knew that she knew. It made her writing look a bit like a Christmas tree, but she didn't mind. It was neat and organized and it made things so much easier for her when she had a test to prepare for.

Like now.

She tapped her pencil on the desk and tried to get into the biology of plants for the fifth time. It was almost fun during class when they were cutting samples up to look at under the microscope. Almost. She usually loved that bit, the chance to look at the world in a completely different way.

To see things that she'd never seen before.

She made herself start at the beginning again, made herself stare at each word in the book and this time she almost managed to get halfway through the first paragraph before her eyes drifted away. Usually she just looked out the window for a few minutes when she felt like this. That's why she had her desk under it to begin with. She always thought that she had the best view in the house even though the only thing she could see were the rose bushes in her backyard and the woods that stretched out behind the fence.

It was always relaxing, but it was beautiful now; with the bushes blooming with bright yellow roses as the trees changed color. Fall was always her favorite season just for the splash of colors.

Usually that was enough. Today she stared out her window, but she didn't see any of it. Instead her eyes went to half-dollar sized rock that was resting in the sun on her windowsill. It would be so easy…

"No, Gwen," she whispered to herself as she tightened her grip on the pencil until it creaked between her fingers. It almost hurt to look down again at her science book again, but she made herself. "The main parts of a flower are the stigma..." she read out loud to herself for the first time in years. She read out the entire first paragraph and then the next. Each word came a little bit quicker than the last until they were rushing out of her mouth. Once she actually heard herself she stopped so fast that she almost bit the tip of her tongue as she buried her face in her hands and moaned, "I sound like Ben trying to get out of doing the dishes."

It didn't make any sense. It wasn't like she was studying for her literature exam where it seemed like _every _answer was right as long as she threw enough words at the question. This was science! She loved science and they were finally doing real science! The only thing she liked more were her computer classes. Last year she would have…

Last year. Last year her science classes seemed exciting. Now...

Now she was out of her chair and hurrying over to her nightstand before she even realized what she was doing. She squeezed down on the rock she'd scooped up in her rush like she could squeeze away the guilt that she felt building up with every step. She felt guilty right up until she actually touched the little brass knob on her nightstand drawer and pulled it open. Last year the stuff she learned in science was the most amazing things she'd ever seen.

Now it didn't even compare. She reached inside for the ancient spell book that was waiting inside and she felt...

The moment she touched the smooth leather she felt...

She didn't know how she felt. The only thing that even came close was her first karate class. It was almost two years ago, but she still remembered just how sore and stiff she'd been when it was over. She'd hurt so much that her mom had to help her into the car like she was a baby. Worse than that was the whole gross factor as sweat actually dripped off of her. Even thinking about it made her glance around as if someone was in the room with her, as if they could somehow still see just how disgusting she'd been. She should have hated it. She should have quit. Her mother was certain she would. There were a pair of ballet shoes waiting for her on the passenger seat when her mom came to pick her up, but…

But she had grinned all the way home even as she tried and failed to find a way to sit that didn't hurt. Then she spent the next two days just babbling about the class to anyone who would listen as she counted the seconds until the next one.

And that feeling didn't even compare to how she felt when she touched the spell book. How she felt every time she touched the book. She didn't even think about going back to her desk after she picked it up. She just got on her bed and crawled to the middle of it before she sat down on top of the cross-legged and set the book on her calves.

The half-faded words called to her as she flipped through the book. She mouthed along with the spells she knew even though she was careful not to actually say them. There were a thousand things she missed from the summer, but the biggest was the privacy. If she found a cool spell, all she had to do was ask Grandpa to find somewhere quiet so she could try it out.

That was so not an option now. Now the only place she had to practice was her bedroom and it so didn't work. It didn't matter how much she wanted to, she couldn't hide the noise the magic would make. Or the damage. Not just from when the spells went right, but from when they went all explody on her. It didn't matter when they were in the middle of nowhere, but she finally got her room the way she liked it and she wasn't about to mess it up.

Or give her mother an excuse to sneak something pink back into it.

Gwen flipped through all the spells she'd done and remembered the rush of them all. She'd have that even if she could never cast a spell again. It wasn't like the doofus needed her to save his butt anymore anyway, so she put the book away the same day she'd gotten home.

The adventure was over and she had homework.

She told herself that every day and the book stayed put away for almost a month. It stayed until one night when she wanted to remember what it was like to...

She went through all her usual spells in an hour before she started going through the rest. There were whole sections in the book that she never even had a chance to even think about. Things that were too complicated to do on the road or in a fight. Most of the incantations looked safe enough - maybe - but there was stuff like potions that were…

Grandpa might know where to get the ingredients, but she didn't. And she didn't even want to think about the smell they would make even before she started to prepare them. And then there were the rituals hidden in the back…

Just looking at the drawings next to the rituals made her face burn and she couldn't imagine why ANYONE would ever…

She was so, so glad that her mom never flipped that far back. If she had…

But there were other sections. Safe sections.

Like the one that she'd marked off weeks ago, which only took a small round stone and a sharp knife. The granite stone felt almost hot in her hand after the days she'd left it in the sun. She didn't know which President it came from when she'd scooped it up after the fight at Mount Rushmore, but it was just perfect for what she needed. She polished the stone until it felt as smooth as glass under her fingertips. Smooth except for the lines that she'd so carefully carved into it over the last three weeks.

So carefully, but not carefully enough. The band-aid around her left index finger hid the cut, but it still ached sometimes. Not that a little cut was going to stop her from making her first charm.

From being a charmcaster.

Gwen couldn't wait to see the silver-haired girl's face when she found out about the name stealing.

The six lines she carved into the gray stone looked almost random to her, but they matched one of the runes in her book perfectly. It looked so simple, but once she finished it the charm would glow like the sun when she wanted it to. Or anyone else. Invoking the charm was so easy even her cousin could do it. Not that she would let him.

If he wanted a charm, he could get his own rock and spellbook. Or he could get her a watch of her own. Not that either would ever happen.

Just the thought of her cousin made her itch as she looked down at the book again. The quiet in her bedroom felt so wrong as she double-checked the last spell she needed to finish the charm. She kept waiting for the dork to sneak up and scream in her ear, or throw something at her just to make her mess up, or list off all 65 episodes of Kangaroo Commando and their plots at the top of his voice again. He'd spent a whole day doing just that the first night after she 'picked up' the spell book. He was so lucky she didn't know any spells back then. If she had…

He knew it, too, which was why that annoying little grin of his never left his face. The only time he quieted down and acted human was when she started to say the words. He always loved that part, even if she knew he would _die _before he admitted it. It was so obvious just from the way he always went so still and his eyes became two huge green saucers as he watched her. She knew he was just waiting for her to mess something up, but still...

After all the times he'd shown off with that stupid watch of his, she finally had a chance to impress him. She was finally the special one again.

She finished re-reading the book and wished that he...

She squeezed down on the rock for a moment before she brought her hand up and opened it. "_Et habitare vos faciam es estonia,_" she said in a whisper and the magic surged to life around her hand.

"_Per voluntatem meam tibi do facultatem,_" Her voice was louder as said the next words in the ritual. Her brain itched with the need to understand the words she was saying even as the magic danced to them. She watched as the blue energy wrapped itself around the polished stone and made it rock in her hand just before it lifted the stone free entirely. The soon-to-be charm floated just above her palm and spun as little sparks of power danced between it and her skin. They should have hurt, but she just wanted to laugh.

"_**Et per nomen tuum iubes mie!**_" she said those final syllables and the words seemed to echo off the walls. She watched as the blue energy soaked into the ancient stone through the lines she'd carved until they pulsed with their own light and kept glowing even as the aura faded away and it dropped back into her palm.

She'd done it.

"I am beyond good!" Gwen laughed. She could almost feel the magic in the rock waiting for her to invoke it and it was too much. "_Shinne die luminis!_" she said, her voice racing with excitement.

And the gray stone glowed with the warm light of the afternoon sun right there in her palm. She squealed as she held it and started a little dance as she sat there on the bed. "Who's the charmca - !"

The words vanished in a surprised shriek as the rock exploded in a blinding flash of blue light. She felt the tiny bits of gravel hit her face and heard them bounce of the walls as she tried to blink away spots in the quiet after.

Quiet except for her quick breaths as she stared at the air where her charm was just a second ago. It shouldn't have... Everything she read said that charms didn't do that and she didn't…

And she didn't even know what she did wrong.

That's what really hurt. She turned to her spellbook and stared at the words written inside. It looked so simple and she'd been so sure that she had it. Unless she mispronounced a word. Or something was wrong with her carving. Or -

She could have Ben-ed it up in so many different ways. She could almost hear him laughing at her and she just wished -

There was a whole file on her computer that she'd filled up with questions that she wished she could show someone. No one else learned magic by reading a stolen book and trying to say the words until something happened, she was sure of that. For all she knew, none of the spells she cast even worked right. She might have just gotten lucky so many times and thought that she'd done a good job or... or the magic felt sorry for her. She didn't understand any of it and she just wanted SOMEONE she could -

"Gwen?"

Gwen knew that names had power and hearing hers right then proved it. She thought her heart was racing after the spell exploded in her face, but that was nothing compared to how it was hammering now. It only went faster when she turned around on her bedspread and saw her mother peeking in through her bedroom door. "Mom?" Gwen whispered through a dry mouth as she clutched the spell book to her chest. Her bedroom door didn't have a lock. It never had one, and she never even thought about asking for one.

She was thinking about it now.

For just a moment, she was sure that the secret was out. She'd thought it right up until she saw her mother's face. She'd imagined telling her parents about the magic a thousand different times, and she'd imagined a thousand different reactions.

Worried never came up. Not even once.

Her mom's eyes were full of worry now as she slipped through the door and closed it behind her. "Gwen, is everything okay?"

Gwen was so relieved that she nodded a dozen times before she finally got her mouth to move. "Yeah, Mom, I was just - "

"Studying?"

"Yeah," Gwen said as she hugged the spell book to herself. Whatever relief she felt shrank away with each step the woman took towards Gwen's desk. "I just needed a bit of a break." The words came out as small as her excuse as she watched her mom stop and look down at the textbook.

Which was still on the first page of the chapter. She never even turned the page. She'd been trying to study for an hour and she never even managed to turn the page.

She couldn't hear her mother sigh, but Gwen knew that she did just from the way her mother's shoulders moved. It would have been easier to hear the sigh. "You're taking a break a little early today, aren't you?"

Gwen's shoulders slumped and she pulled herself to the edge of the bed with one hand while she tried to hide the spell book against her chest with the other. "I know. I just needed a couple of seconds to clear my - "

"Just stop, Gwen," her mother said and Gwen froze. Froze and then shrank a little as her mother turned and stared at her. Stared and ran her hand through her hair. It was a move that Gwen had watched her mother make so many times when a clerk misplaced something or the lines at the bank were too long. It was intimidating enough on its own, but her mother's red hair made it so much worse. It was only a few shades darker than Gwen's, but somehow it always looked more like fire than Gwen's ever did. She waited for her mother to say something - anything - but she just stood there.

Stood there and thought. Her mother always had storm-cloud blue eyes, but Gwen swore that she saw lightning in them now.

Finally her mother moved and Gwen almost grinned with relief. Almost. Her half-smile became an open stare as her mom came over and sat down on the very edge of Gwen's bed. Ben's turning into aliens was almost normal compared to that. Her mother brushed at the wrinkles in her skirt, or where the wrinkles would be if there ever were any - the clothes wouldn't dare - before she opened her mouth. Gwen braced herself for a lecture, but instead she heard, "What's going on, Honey?"

"Nothing!" Gwen said, her voice almost a squeak, as she sat up straight and waved her free hand over at her desk. "I just - "

"Gwendolyn Rose Tennyson," her mother cut her off with a shake of her head and the lie died in Gwen's mouth. Full names were bad enough, but all three? She never got all three names. She looked down at her knees, but she could still feel her mother's eyes on her. "What's going on?"

"I just..." Gwen said as she clutched a little tighter at the spell book. "I just needed a break."

"You've needed a lot of breaks lately." There wasn't any anger in the woman's voice, but Gwen didn't really think there would be. Her mother didn't get angry often. There was disappointment, though, and that was so much worse.

Gwen tried to meet her mother's eyes. Instead she just whispered, "I know."

Her mother didn't say anything, but she did reach over. Gwen almost bolted when she touched the spell book and she clutched it to her chest for another second before she let her mother take it. Her mother didn't open it this time, she just ran her hands over the cover. This time she heard her mother sigh, and it wasn't any better. "I know you miss your Grandpa, Honey."

Gwen didn't say a word. There wasn't a point because it was so obviously true. Even if her parents were blind, they'd still hear her on the phone with him every few days. She'd hoped to spend some time with him in the last few months, but he was always gone on the weekends. A part of her always worried, despite her Grandpa saying he was just seeing friends, but the rest of her…

She never thought she'd miss the Rust Bucket so much.

"Max always had a way with presents, even if he..." her mother started, but she cut herself off before she finished the thought. Her smile faded just a little as she held the book out and it was all Gwen could do to not snatch it back. "And I know that school isn't anywhere near as exciting as your summer was, Honey. So does your father. It's okay that you feel that way. I would, too, in your shoes - "

Gwen tried to say something to that. Then she tried just as hard not to say anything. For just a second Gwen tried to imagine her mother on the summer trip. She would have given Ben a dozen lectures before they were out of the city, but beyond that everything would have been fine right up until the Omnitrix fell from the sky. After that, Gwen's mind just went blank.

If her mom noticed the look that Gwen was sure her face made, she didn't show any sign. "- but you've moped ever since you got back and it has to stop."

"Am not."

"I know its a Saturday, Gwen, but you've barely touched your homework. Last year - "

"Mom," Gwen whispered.

"Don't 'Mom' me." Her mother kept going even as she somehow managed to sound more disappointed, "Last year you would have been half way done as soon as you got home from school, if you weren't still at school tutoring or working in your clubs. And why aren't you - "

"It's just been a quiet week for the clubs. You know how it is between fundraisers," Gwen said. It was true, but it sounded so much like an excuse, even to her. "And no one signed up for help lately."

Her mom kept watching her, but Gwen didn't know why. "And no one comes over, either. You used to have friends over all the time, Silly Bean. I used to think that Marci-"

Gwen's stomach twisted until it hurt just from hearing the name. For just a moment she remembered a squeal of laughter and a flash of blond hair as she chased the girl around her bed and tried to grab some toy back from her. "Marci and I haven't hung out in years, Mom."

Her mother's face twisted for a second at the interruption, but only for a second before let the book go and reached up to brush some loose hair from Gwen's face. "She misses you, Gwen. Andi tells me that every time I see her."

Gwen backed away from her mother's hand and swallowed hard as she clutched her spellbook to her chest. "She doesn't. She so doesn't."

"I think her mother knows..." mom started before she caught herself. "You have to hang out with more people than just your Grandpa, Gwen. Max is wonderful, but he has his own life and you need friends your own age."

Gwen wanted to say something. She really did, but the words wouldn't come out. So she nodded and said the two words she was sure her mother wanted to hear. "Okay, Mom."

"Gwen - " Her mother started before she closed her eyes and nodded. "I just... I don't like seeing you like this, Honey. Or that you're blowing off your school work after all the hard work that we've - that you have put into it."

"I'm not," Gwen said. She tried for firm, but it sounded dangerously close to a whine even to her.

Her mother sighed and looked at the science book that was sitting open on the desk. "Then why did you bring home a B+ on your last science test?"

"Mom!" Gwen shouted as embarrassment mixed with anger and something else. "That test was _hard! _And I still got - " the highest score in the class is what she tried to say.

Not that her mor gave her the chance.

"It was still just a B+, Gwen. Maybe…" her mother's voice dropped and her hands went back to worrying at the hem of her skirt again. "Maybe…" Gwen knew she must look like a deer in headlights as she stared at her mom, but she felt like one. Especially when the lightning left her mom's eyes and they darted away from Gwen's. She thought that disappointing her mom was the worst thing that she could do, but she'd never seen her mom lost for words before and it was like waiting for a bomb to go off. "Maybe we should think about pulling you out of Karate for a while."

"Mom!" It wasn't enough of a warning. Gwen grabbed her mom's knee and barely kept from begging, "I'll get it all done. I promise! Don't… Sensei says I'm his best student!"

"And what would he say about how you've been acting? About all of your 'breaks'?"

"He'd…" Gwen didn't think she could feel any worse, that there was anything her mom could say that would hurt as much as what she'd just said, but that… She could just see the look on her Sensei's face and hers fell. "I'll do better."

"No more breaks?"

"No."

"Okay," her mom said, and Gwen sagged in relief. She felt her mom's lips brush her forehead. "Okay. Call if you need anything, Honey. If you get all of your work done by dinner, maybe we'll watch a movie tonight."

"My pick?"

"I suppose." Her mother made a show of rolling her eyes, but her lips turned up a little. "If you get everything done. I'll see you in a bit?"

Gwen nodded and started to get up as her mother went back to the door. She was halfway to the desk when she stopped and listened as her father's quiet voice came up from downstairs. He never spoke up, but somehow his voice filled the house. Or his laugh did, anyway. She grinned just from hearing it even as she wiped her hands off on her pants. "Who's dad talking to?"

Her mother stopped at the door as her back went so straight that it had to hurt, but she didn't say a word. She stayed quiet for so long that Gwen started running through the list of people in her head that her mother didn't want to talk to but her father had to deal with. Deal with and laugh. It wasn't that long a list. Gwen lips started to move so she could ask what Uncle Carl wanted when her mom answered, "Your cousin is on the phone."

"Ben?"

Her mother's face scrunched up even as she nodded. "He wanted to talk to you, that's why I came up. Don't worry about it. I'll tell him you're bus - Gwen?!"

Gwen barely heard her mother shout in surprise as she slipped by the woman, her heart echoed in her ears as she raced down the stairs. The doofus was on the phone. She hadn't heard a word from him since the night she got home. If he was calling her now…

If he was risking her mom answering the phone just to talk to her...

She was sure that the end of the world would be noisy, but she didn't hear anything outside. She took the steps three at a time and her feet still weren't as fast as her imagination. Each step came with a new and bigger worry, and her fingers were white around the spell book when she finally bounced down the last step and raced across the living room to her father, who was standing just inside the kitchen with the phone to his ear. He was already grinning when she came running over, but it only got wider when he saw her. He brushed his fingers against his glasses, but he didn't hand over the phone.

"No. No, I never tasted anything that made your grandfather's food taste good. You don't have to save some to prove it, Ben, I remember what cafeteria food tasted like." Gwen tugged on his arm and gave her father her best sad puppy-dog look, but he still didn't hand over the phone. Instead his green eyes - eyes that matched hers. Her Grandma's eyes, Grandpa always said and she wished she knew for herself - sparkled as he watched her. At least they did until Ben said something that made him wince. "Oh, your mom made it? I'm so sorry. Get your father to slip you some lunch money then. He was always a soft touch when we were growing up." Gwen was just getting ready to scream when he winked at her. "I'll talk to you later, Ben. Here's your cousin."

Gwen didn't wait. She just yanked the phone out of her father's hand even as he let out another chuckle. A thousand questions ran through her head and she couldn't ask any of them. Not with her father standing right there. Not when she could hear her mom coming down the stairs. She couldn't even take it back up to her room. Her parents both had cell phones, but the house phone was something from the dark ages. She glared at the curly white cord that she was sure was the last of its kind on the planet with all the venom she could manage as her mind raced over all the things that they _should _have done before they got home.

Why didn't they have any code words? They had the whole summer, they could have made up an awesome code.

"Ben?" She finally asked the only safe question she could think of as she strained her ears to listen. She felt a little better when she didn't hear anything blowing up through the phone. She could just make out the sound of kids talking, but no one was screaming. That was always a good sign. Almost, anyway. Unless Ben saw someone following him or -

Everyone else was calm, but Ben's voice was a panicked and annoyed rush, "_Gwen? Finally! Where were you?! I called your phone, but..._"

"Mom and dad turned it off after I got back," she said as she glared at her father, who didn't even have the grace to look guilty. He just shook his head and kept smiling even as he mouthed the word 'no.' She'd spent a night fighting to keep it just in case something like this happened - not that she could tell them that - but they wouldn't budge. The only concession she got was that she could have one if she paid for one herself, which wasn't going to happen. Not on her allowance. She thought about charging the people she tutored, but - but they needed her help. How could she? "They said I didn't..."

"_Whatever_," he cut her off and the next few words came out in a blur, "_I'm in big trouble. Can I meet you somewhere?_"

None of the questions mattered after that. Gwen grabbed for the kitchen bar and nodded even though he couldn't see her, "Yeah, I can. Is Grandpa going to…"

"_No time. This is urgent._"

Her stomach dropped at his words and she strained to listen to the world behind him. She heard so many people talking, but no one was screaming, so that was good. And she didn't recognize the number on the caller I.D. She didn't have a clue where he was or - "How are you going to get here? You can't exactly ride your bike here. Is your mom…?" Gwen closed her eyes at the thought. She loved her mother and her aunt, but world ending bad stuff better be coming. That was the only thing worth the risk of throwing the two women in the same room together without warning. Especially after today.

"_No._" She could almost hear Ben wince at the thought on the other end of the phone. "_XLR8. So where?_"

Her stomach clenched. If he was going alien after Grandpa made him promise... And it meant that he couldn't come to her house. A big blue dinosaur would be hard to explain even if the bad guys weren't after Ben. If they were -

Thankfully, he must have realized that, too. She guessed that her cousin wasn't quite as oblivious as she thought. So, home was out. And so was any businesses. They needed someplace private... Somewhere private enough, but where no one would notice them, which meant... And her parents were _staring. _Her daddy looked like he wanted to laugh and her mom's frown had crossed over to a full scowl. Gwen shuddered as she turned her back on both of them and lowered her voice as much as she could so she could whisper, "There's a park about a mile down the road from my house. We can meet there."

"_Cool! See you in five_."

"Okay. I'll be in front of…" She stopped and tried to think of a landmark. She brought her free hand up to her eyes as she tried to remember what the place looked like. She'd been there so many times, but she'd never had to hide in it before. Why didn't he ever give her a chance to get ready? If she just had a couple of minutes she could get her laptop and look up a map of the park and... Did they need her laptop? Should she call Grandpa? Was he even back from Aunt Vera's yet?

"_Don't worry, I'll find you._" And with that the line went dead.

It took every bit of willpower that Gwen had not to run out the door right then and there. She could already hear the clock counting down in her head, but she had rules to follow. She turned to her parents and tried to look as annoyed as she should after she talked to her cousin instead of half-freaked. "Mom, Dad, Ben really, really needs some help picking out a present for Uncle Carl's birthday. Can I...?"

"No," her mother sniffed as she crossed her arms. "No. I can't believe you'd even ask. Not after… And I know that Sandra doesn't care if her son is running all over town, but you have homework. Call him back and - "

"Mom!" Gwen shouted even though she was already thinking. She could slip out her window if she had to. Then it was one magic disk ride to the ground and... and she was so dead if she got caught. Not that it mattered. Not with Karate already gone. Not if it was hero time. "Please!"

"We just talked about this, Gwendolyn." She was wrong. Her mom could sound angry. "You've slacked off enough, and I'm not going to let you - "

"Go on, Honey," her father said. His voice was just as quiet as her mother's, but he always said he spoke that way just so his clients and the judges would pay attention. It must work, because it always got Gwen's. "And make sure he gets a good gift this time. Not that your uncle doesn't like all the video games that Ben's gotten for 'him', but he has enough to last a while."

He smiled, but her mother didn't join in. Instead the lightning was back as she glared. "Frank!"

"They spent all summer together, Lili," her father said. His voice was as calm as her mother's was upset. "We can pull her out of Karate if we have to, but don't you think that half of this is because she misses him, too?"

Gwen felt her mouth drop as she dug her toes into the carpet. "Miss _BEN_?" She wanted to laugh, but the thought was so wrong that she couldn't even start. She could roll her eyes, though, and that almost made up for it. "_BEN_? So don't. I just owe the little freak a favor."

"I'm sure," her father said even as his grin got bigger. He was _enjoying_ this? She knew that he loved teasing her, but still - There were _limits_!

Like _REALITY_.

Her mother shook her head and tried to keep glaring, but her lips were twitching, too, now as she tilted her head to the side and Gwen suddenly felt bad for everything she'd ever looked at through a microscope."He's on his way now?"

"Yeah. HIs friend's going to drop him off at the park and I thought we would find something nice at bookstore a couple of streets down - " She didn't know why she said _that _and she kicked herself as soon as the words left her mouth. How did Grandpa make this look so easy? "- you know the one..."

"Ben in a bookstore?" her dad asked. His eyes always looked bigger through the lenses of his glasses, but now he looked almost like an owl. He shook his head in amazement. "That would almost be worth seeing, but I think Carl would like something from the hardware store next door more. And if won't matter as much when Ben gets you both banned for life."

Gwen shook her head even as the lie got bigger. "He's not that bad anymore..." He was so much worse. The last time Grandpa took them to a bookstore he managed to knock over three whole displays through his spazziness and got them all kicked out. She never even got a chance to get comfortable.

"Which means he might last ten minutes then?" her mom added as her scowl, but Gwen knew that this one was an act just from the way her lips twitched.

"Which means I have to hurry."

Gwen crossed her fingers and almost cheered when her mother nodded. It must have been the bookstore, her mom never could say no to a bookstore. "You're staying in your room tomorrow until your homework is done," Her mom said as her frown put up one last fight before it finally disappeared and her face spread into a smile of her own, "but if you tell your cousin we said hello, you can still pick the movie tonight."

"Thank you! " Gwen grinned as she gave them both hurried kisses on the cheek before she dashed out the door. Her eyes scanned the sky for any sign of spaceships or flying monsters or Santa Claus even as she clutched at her spell book. God only knew what kind of trouble Ben had gotten himself into, but she would be ready. After that, she was ready for anything.

As ready as she could be anyway. She really wished he'd said what was going on. What if she left something that they needed?

It usually took her three or four minutes to make it to the park, but she made it in two, and she only stopped at the entrance because she had to look around, not because it felt like someone was stabbing her in the side. She'd forgotten how big the place was. It always seemed so small when her family came to watch the fireworks. It wasn't anywhere near that crowded right now, but there were still too many people around. Most of them were grown ups jogging, but she saw a few kids her age or younger playing by the swings or just chasing each other around in the grass. She only winced a little as she watched them before she turned to follow the joggers down the paths as she tried to find somewhere to hide a big blue dinosaur.

Which ended up being a little clear spot that was almost tucked away at the edge of the park. It was almost invisible from the path because of a huge oak tree that was growing there that blocked most of the view, and the smaller trees and bushes that were scattered around it made the spot seem almost private. She ducked into it just as she felt a burst of wind race by her.

And then the black-and-white suited dinosaur was crouching under the tree and it didn't seem anywhere near as odd as it should. "What's going on? What do I need to do? Where's the bad guys?" Gwen asked in a rush as she ran up to him and yanked the spell book out of her pocket for a last second review.

"Bad guys?" The face mask pulled back with a click to reveal the scaly blue face and the confused eyes under it. "What bad guys?"

"What - ?" Gwen's mouth worked for a second as she waved her hands at him. "You said you were in trouble! Big trouble!"

"I am!" Ben shouted back as he grabbed at the backpack that was hanging by one strap over his left shoulder and tossed it down to the ground. He knelt and fumbled with the zipper with XLR8's left hand. It took a lot longer for the alien form's three fingers to catch because of the claws, but he finally managed to get the bag open. He dug around inside for something as he said, "I have a major math test on Monday and I'm going to be in so much trouble if I don't..."

"Ma…" Gwen cut him off as she stared, and then she glared. And then she smacked him on the back of his head.

"Hey!" XLR8 shouted in surprise as his hand went to his head and he nailed her with a glare. "What's that for?"

"A math test?!" Gwen hissed as she massaged the back of her hand. The next time she hit him it definitely wouldn't be in a spot protected by a helmet. Or as dense as his head. "I lied to my parents because you said you were in trouble!"

"I am in trouble! If I don't get an A I'm dead!"

"How," she said, and took a deep, cleansing breath. If she killed him up, her parents were sure to find out that she lied. "How can you be dead if you don't get an A? We've only been back at school for two months. Not even a doofus like you can be failing already."

"Well," XLR8 began when the Omnitrix started beeping and a second later Ben was standing before her. She gave him a look and she couldn't believe it. It had been two whole _months _and it looked like he hadn't changed at all. Literally. He was still wearing the same green cargo pants and white and black shirt he'd been wearing the last time she'd seen him, even if the shirt was half hidden under a green windbreaker. It was so sad. The only way it would have been sadder was if she…

She'd meant to change. She had so many outfits, but... But her white pants and blue shirt were the most comfortable things she owned. That was the only reason she was still…

She shook her head and glared down at her outfit. Great. He found another way to annoy her.

He reached into his book bag again and pulled out his math book and his babble pulled her out of her thoughts. "I sorta got a bunch of 100's on my last few homework assignments and - "

"What?" Gwen couldn't help blinking at that. Or smiling at the news. "Congratula…." She started to say when she saw his eyes dropped from hers. "What did you do?"

"I didn't cheat."

"I never said you did."

"You were thinking it."

"Was not."

"Was so."

"Was…" Gwen caught herself. She was so thinking it. "You hate math. The only way you'd get a bunch of 100's would be…" Her next words were a hiss that would have done Vilgax proud. "Benjamin Tennyson! Wait until I tell Grandpa! We promised!"

"Hey!" Ben raised his hands and shook his head even as he glanced around. "Let's not go running to Grandpa for every little thing."

"You turned into Grey Matter to do your homework! After Grandpa told you not to use the Omnitrix in town! What if Vilgax detected it? Or anyone else? Do you have any idea how many people you put in danger?"

"I didn't!" He seemed to think that was all he needed to say, because he didn't say another word.

He was so wrong. "You didn't think? Yeah. Real newsflash there."

"I didn't put anyone in danger, all right?" Ben stopped at that like that was all he needed to say. She glared at him until he knew better. "Grandpa and I have been taking road trips to a Plumber base out in the woods on the weekends since we got back to try to figure out a way to keep this thing," he said and gently smacked the grey and black watch on his wrist, "from telling everyone in the solar system that I just used it. It took a while - and there's still some kind of signal we can't figure out, but it's barely there and Grandpa isn't worried about it - but this thing is super stealthy now. And yes, I am just that awesome!" He grinned, but the glare washed that away, too. "He had me turn into Grey Matter so I could look over some Plumber stuff to make sure and we were taking a break and I kinda, sorta glanced over at my homework and all the answers just popped up in my head. That and a rant about how useless prealgebra was. Besides, it's not like I really cheated. I AM the little guy!"

Gwen buried her face in her hands, leaned back against the tree and slowly slid to the ground. She should be annoyed. She knew that. And she was, she so was, but they'd been taking road trips without her? Without even asking if she wanted to go? She'd thought…

She never said a word, but she always called the three of them Team Tennyson in her head, but she must have been the only one.

"Well, I am!" Ben said, misunderstanding her silence. Another not surprise. "And who needs this stuff anyway? It doesn't even make sense! Who mixes numbers and letters together anyway?!"

"We're learning it so it makes sense! And that's what real math looks like!" Gwen said from between her fingers as she pushed the hurt away and concentrated on the important thing. That her cousin was a world-class doofus. "And you can't be Grey Matter in class."

"Yeah," Ben said with a sigh as he dropped down into the grass next to her. "Which is why I need to ace that test. Or else Ms. Drake's going to be all, 'cheater this, detention that.'"

"Which you are. Why should I help you?"

"Because we're family?" Ben asked with what he must have thought was a charming smile.

"I have my own homework to do, you know."

He waved that excuse away like it was the smell of millipedes being roasted. "Please, you had it all finished before you left school."

She should have been. She thought about staring at the text-book again and felt another wave of guilt as she realized that she was just as lazy as he was, not that Ben had to know that. "Well, I still have to review."

"Fine," Ben sighed and thought. "Because I'm a hero and now I know?"

"Swing and a miss."

He looked at her and his face fell. "BecauseI'lloweyouone?"

She grinned at him and nudged his leg with the toe of her sneaker. "What was that?"

Ben's eyes rolled. "Because I'll owe you one."

"Really?" Gwen asked and she drew the word out as she brushed a hand through her hair and stretched out her legs so she could wiggle her feet in front of him. "You know, my toenails could really use painting…"

Ben's face turned red as he glared at her. She could almost hear his teeth grinding together as he bit out the words, "So you'll help?"

She gave him the loudest sigh she could managed as she tucked her feet back under her. "Oh. I suppose."

Ben shoved his book into her outstretched hand as he gave her a too wide smile. "Thank you so much."

"Yeah, yeah," Gwen said as she set the book down on her lap. The moment her hands were free she turned and smacked him on the arm. "Cheater."

Ben was always a sympathy hog - she still remembered the sad show he'd put on when he had a cold just so Grandpa would feel sorry for him and the even more pathetic one he put on after when Grandpa made him cold medicine. _That _made having to listen to all his moaning worthwhile and hilarious, or it was until he got her sick, too. Unlike him, she didn't need to pretend. She earned her sympathy - but the gasp he made overdid it even for him. "Oh, I barely touched…" She turned to glare at him, and spent half of a second trying to figure out how he managed to make himself go pale before she started to feel sick again. "Ben, are you okay?"

"Yeah, you just took me by surprise is all," Ben said with a forced smile. Some of the color started to come back and his hand cupped the spot she'd just hit. He didn't rub it, he just cupped it so that... "Now, about that test…"

"What's wrong?" she asked as her eyes narrowed to slits as she really looked at him. She'd been so exc - worried about being a hero again that she hadn't really noticed anything but his lucky shirt. Now she noticed everything. Like the green windbreaker he was wearing. "Why are you even wearing a jacket? It's not that cold out yet."

And if she didn't think it was cold, he really didn't think it was cold. That was argument #318 on the trip: who got to control the air conditioner. And if he wasn't cold, then the only reason he'd put the jacket on was so... "What are you hiding?"

He started to sputter as he looked for words, but she didn't bother to wait for an answer, or even for the question to finish leaving her lips before she grabbed for his sleeve.

"Nothing!" Ben shouted as he shoved her hands away. "Can't we just study?"

"If it's nothing why won't you let me see?" Gwen asked as she shoved the book out of the way and grabbed for the jacket again. She kept waiting for him to use his right hand, but he didn't. Instead he slapped at her with his left. He was just quick enough - and the Omnitrix stung just enough when it smacked her - to stay away from her hands as he tried to wiggle away from her. He was almost out of reach when the words, "You owe me!" tumbled out of her mouth and they both froze.

Froze and stared at each other. Ben in surprise and Gwen in dismay. She hadn't meant to say it. She'd been looking forward to making him paint her toenails. Sure, he'd do a horrible job, but the look on his face at just agreeing to do it was so delectable that she knew that his expression when he actually did it would have been something she'd have cherished for a lifetime. She even knew what shade of pink she was going to make him use. It was the brightest pink she had. She hated the color, but it was going to look so funny on his hands when he made a mess. And she knew he'd make a mess. It was a once in a lifetime chance and - "And I can't believe I'm saying this, I so can't believe it, but if you want me to save your butt I want to see what's wrong."

Ben stopped and stared at her. She could see the gears of his brain creaking as he tried to figure out if it was a trick. "That's it?"

Gwen sighed as she brushed her hand over her sneakers, but she nodded. "That's it."

He stared at her as his brow creased and his mouth tightened into a line. Finally he nodded and started pulling up his sleeve. "I was riding my bike home from school last week when I saw this guy grab an old lady's purse. I changed into Wildmutt and you should have heard him scream when he saw me coming at him. Dude was fast, too. He ran into an alley and went up a fire escape. I was jumping on to a dumpster so I could get pounce on him when the Omnitrix timed out. Dumpsters are harder than they look." He laughed as he said that like he thought it was a joke.

Gwen barely heard him. At first she concentrated on the way he winced as he pulled the sleeve up, but then she saw the bruise start. It was a sick yellow just above his elbow and turned into a mix of purples the further up her got. She'd seen some horrible bruises before from karate. It was a kind of ritual to show them off before class, and she'd had some that were hideous but she was so proud of. She'd never seen anything like this. By the time he had the jacket pulled up to his shoulder she couldn't hear anything over the pounding of her heart. Halfway between his shoulder and his elbow there was almost a line of dark purple. Her hand shook as she reached out and brushed her fingers against it, but she heard him hiss in pain and she yanked her hand back like touching it hurt her.

"It's getting better. I've put ice on it and everything. You should have seen it a couple of days ago." Ben rambled into the silence. "Besides, it barely hurts anymore. At least as long as no one goes around poking it, anyway." He gave her a sharp look as he started to pull the sleeve back down, but she caught his hand in hers.

"You could have broken your arm! You probably did break it!" She said and glared at him until he let his hand drop. Then she reached down and ran her fingers over the bruise again. He still gasped, but this time she didn't pull away as she traced the mark. It felt so hot under her fingertips...

"It's fine." He brushed her hand away and made a show of flexing his arm. He winced a few times, but everything did seem to work. "It'll take more than some old dumpster to stop this hero."

Gwen just shook her head. "Why didn't Grandpa take you to the emergency room, Hero?"

"Hey, look a math book. You love math, right? Plenty of math in here."

Her hands went to her mouth. "You didn't tell Grandpa?"

He gave her a shrug. A one shoulder shrug where he was very careful not to move the other and still he winced with pain. "It's no big."

"Of course it's big! It's way big! It's bigger than Way Big!" She nearly bit her tongue as she fought down the shout she felt building up. The last thing they needed was for someone to come over there and see what she was screaming about. She took a few deep breaths to calm down even though it only made her stomach hurt more. "Why didn't you tell Grandpa? Does he even know you're going hero again?"

"Of course he - " Ben said as he fidgeted and yanked the sleeve back down. Like he was smart enough to trick her. He might as well have had a big neon sign with the word liar on it over his head, it was so obvious. He knew it, too. She could tell by the way he exhaled. "I didn't want to bug him."

"You didn't... What's wrong with you? You need someone to watch your back!"

"I didn't during the summer."

Gwen glared at him even though it felt like he'd just slapped her. "We were always there, Ben. Maybe not right at the moment you got yourself into trouble, but we were right behind you."

Ben either saw the glare or maybe he heard the hurt in her voice – or he was only half the insensitive clod she thought he was - and he realized what he had just said, because his eyes went right to the grass. "Yeah, I know. But who am I going to tell? Grandpa's gone to visit Aunt Vera and I can't say a word about the watch to anyone else. No matter how cool it would make me at school."

Gwen wanted to hit him again. She wanted to so badly. If she could have reached his good arm she might have done it. "What about me? You know, Lucky Girl?"

"What about you?" The words should have hurt, but they didn't. He sounded more clueless than anything. "We aren't exactly roomies any more, or even neighbors."

"So? You managed to get here tonight, didn't you?"

"Yeah, but…"

"Either you take me with you when you feel heroey, or…" She closed her eyes and took a deep breath. She didn't want to have to say what she was about to say, it would get them all into so much trouble, but all she could see was the mess of bruises his arm had turned into.

No, what she saw was so much worse than any bruise. She'd imagined it so many times during the summer in the middle of the night after a big fight, but she always managed to ignore it because they never got hurt. Not really. Even when she almost... She didn't get hurt. Not like this. She knew that the bruise shouldn't seem worse than that, but it did and she couldn't just...

"Or I'll tell my mom and dad."

"You wouldn't."

"Would too."

"Please." He snorted at her as he shook his head. "We'd both be grounded for the next fifty years if our parents knew what we did over the summer."

"Maybe we should be." Her hand drifted back to his arm even though he covered it up. She didn't know why she had to keep touching it. Maybe that was the only way it seemed real, or maybe she needed the reminder as much as he did. "We did a lot of stupid things over the summer."

His face flushed an angry red as he smacked her hand away. "What? How could you... We helped people!"

"I know we did," she said as she took his hand to keep him from storming off, "but this isn't a game, Ben."

He stopped and grinned. Somehow he actually grinned. "It is to me."

"Ben..."

"Besides, can you imagine what they'll do to Grandpa if they knew?"

"We probably wouldn't see him again until we were eighteen." Gwen's heart broke as she said the words. Eight years. She couldn't imagine not seeing Grandpa Max again for eight years. She was only ten, and she couldn't imagine not seeing him again for what was basically her whole life. She couldn't imagine dealing with her parents alone for that long. She'd just talked to him on Monday and now that she really thought about it, she couldn't remember if she'd told him she loved him. She couldn't imagine him gone, but she couldn't stop either. Grandpa Max wouldn't want her to. "But he wouldn't want you getting hurt any more than I do."

"Well – I'll tell them about your magic book…" His green eyes were on fire as he yanked his hand free and pushed himself to his feet. "Lucky Girl."

Her's burned right back as she jumped up. She felt her hands tighten even as she saw him make his into fists. "Do it and I'll…" She tried to think of something horrible enough to threaten him with. Maybe brains of a toad. No, with Ben that would be an improvement.

The last time they'd fought – really fought, not just traded insults - they'd been seven. She couldn't remember what started the fight, she just remembered the fire and then all the screaming and crying that came after. That and all the band-aids that they'd both needed when their parents finally pulled them apart. 'Like two cats,' she remembered her dad saying, and she could never tell if he was proud or horrified or both. It was the last time they'd spent any time together except for a few minutes during Christmas break until the last summer.

And that was without magic or the Omnitrix. Now…

For just a second she imagined them fighting now with everything they learned. They'd trained together so many times, but they'd never really...

Her only thought was that it would be so cool to watch.

But if she knew that if they did, or if she let him storm off now it wouldn't be years before she saw him again. It would be never because he'd go out and get himself hurt. Or worse.

She couldn't even think the real words behind the 'or worse.' And she knew that if she wasn't ready to even name it, then there was no way she could face it happening. In a flash she saw Grandpa Max – she knew it would be Grandpa Max, not her parents or Ben's – as he knelt down in front of her and...

And he'd have the look on his face that she'd only seen once before. She didn't remember how old she was, but it was before she started school - it might have even been before preschool. All she really remembered about the day was the big bundle of yellow roses that she was carrying and that she and her mother spent the whole morning together picking out which ones to take from the bushes in the yard.

Her parents were so quiet as they walked on either side of her as she carried the flowers. Usually they pointed things out to her when they took her on walks, but they didn't say a word this time even though she'd never been in that park before and there were so many weird-looking rocks around. She remembered that, and how surprised she was when she saw Grandpa Max standing there waiting for them in front of a big and shiny stone with Ben and his parents. Ben was fidgeting in his mom's arms with a teddy bear in his until he saw her. She grinned back and almost went running to him as he started shouting, 'down,' but...

But she went to Grandpa Max first to show him the flowers. He didn't even glance at them. Or her. He was just staring at the stone and...

And the look on his face...

That look was as far as her imagination could go. It was as far as she prayed it would ever go.

It was as far as she'd let it go. Gwen forced her hands to relax as she stared at her cousin. "No, you won't, Ben. I'll tell them myself."

Ben froze in disbelief and she waited. He glared at her even as she looked at him. Finally, he let himself slump back against the tree. "I can't believe you. It was just an accident. A few bruises," he muttered as he shook his head.

"I know," she said. "But it could have been a lot worse." He looked at her, clearly not believing that anything worse could ever happen. He'd never believe it. If he believed it then...

If Ben ever stopped to think about the consequences, he wouldn't be Ben. He wouldn't, so she had to. She nodded and said, "I'm going home to tell them right now." With that she turned away. She turned, but she couldn't make herself start walking.

"They won't believe you."

"They'll believe me when they see me stick the television on the ceiling." She'd been dying to tell her parents the truth anyway, to show them what she could do. Maybe they'd be proud. They'd definitely be surprised. She clutched the spell book to her chest and knew that - either way - it would be the last special thing she ever did.

But Ben wouldn't be able to get himself into any more trouble, so she took the first step.

And then the next.

"Fine."

She stopped and turned back. "Fine, what?"

"Next time I'll come and get you." His voice went high as he parroted her words back.

Gwen swallowed hard. "You swear?"

"Yeah, yeah."

"Swear on your comics, Ben."

He whispered something that sounded a lot like a word that he wasn't supposed to know before he stood ramrod straight and slapped his hand to his forehead in a salute. "You can burn all my comics in front of me if I don't come and get you the next time I go hero. Now, can we please get back to the real problem?" he asked and waved down at the forgotten math book.

"Fine." She nodded and felt light-headed from the sudden rush of relief. She walked back to the tree and fell more than sat back down. She took a few deep breaths and picked up the book while Ben fished into his backpack for his notes. Her hand brushed against the grass and she made a face. "Okay, I want something else, too."

The look he gave her could only be described as public restroom dirty. "I am not painting your toenails! You said…"

"I know." Now that it was over she let herself sound a bit bitter over that, but that wasn't the problem. Instead she glared down at the green grass and her bright white pants. "But next time you need help with school you have to bring a blanket or something for us to sit on."

"What makes you think there'll be a next time?"

She flipped open his book and stabbed her finger down. "What's X?"

"Wha?"

"There'll be a next time."

\- o - o - o - o - o -

**Erico Omake**

_Omnitrix Log: Day 141_

"The human child uses my greatest creation to cheat on a mathematical assessment that my species could do while drunk. Note to self; why did you let him keep it again?"

\- o - o - o - o - o -

Author's Note: This is one of my favorite chapters from the classic version and it's the one that needed the least re-writing from the original. This is also the only chapter that I can say that about. Starting next week the real changes start. I hope everyone is ready!


	4. Promises to Keep

**Chapter Four: Promises to Keep**

_Drake Elementary School_

_Bellwood, California_

_November 9th, 1998_

_11:05 am_

" - can stop me from becoming the master of Zipangu, Tennyson!"

Those words came with the same evil cackle that they always came with and they met the same eye roll that they always got, even if Ben couldn't put his heart into it. His smirk was barely any more real as he said, "Jamie, dude, do _not _bash my Sumo Slammer deck like that," and jammed his hands bit deeper into the pockets of his windbreaker. It felt so wrong, having to force a smile, especially after hearing _that. _He tried to give the boy next to him the look that he _deserved _as they hurried down the crowded hallway, but his heart just wasn't in it and his brain wouldn't _shut up. _

He should have been thinking about all the ways that he was going to make the dork next to him eat those words, not…

Ben shook his head. No, the dweeb could spoil his summer, but he wasn't going to let her ruin his lunch, too. So he forced the grin into a smirk as he pulled a hand free so he could shove the other boy just hard enough to make him stumble. "It brings the honor!"

"It brings defeat!" Jamie said with another evil cackle as he straightened his glasses with one hand and shoved him right back with the other. Then he spun and went through the lunch room doors backwards as he cackled, "Nothing can stand against my new Silver Wolf Form Kenko card!" before the doors closed again between them.

This time the eye roll was real as Ben straightened up and chased after him. He shoved the doors open so he could shout, "That card better be awesome after all that trash - "

And then he froze as he ran right into the boy's back in a lunchroom that was dead quiet.

It was even quieter than the one time Ben was left in there alone with a bottle of cleaner and a rag after a food fight that he _so _didn't start. Not that he was alone _now. _No, the place was packed, but no one was moving. Not even the lunch ladies. They were all just staring…

"Jamie…" Ben said in a low whisper, but the boy stood there just as frozen as everyone else and Ben didn't know if he was confused or if whatever weirdness that was going down had gotten him, too. It didn't matter, not when he was already reaching for his left wrist and the alien awesome there that that was just waiting to save the day.

Still, it would be nice if he knew which hero he should pick to save the day. It wasn't hard to tell where the trouble was, everyone was staring at the same table - the one in the middle where only the coolest of the cool could sit, of course. Just for a second he thought about letting whatever was going on do its thing for a bit more, but he deserved that table and he couldn't get it if it was eaten or blown up or whatever - so he listened hard for clues and tilted his head and so he wouldn't see whatever it was straight on.

So he heard the ugly before he saw it.

"-robots were everywhere and people were screaming and running everywhere as they came after the President and I just knew that if I didn't do something… " Cash said. The lanky boy sat sprawled out on top of the cool table like it was his personal throne. He paused the story right there, paused until everyone leaned in and then he grinned and ran his hand through his greasy black hair. "So I picked up my baseball bat and went to _town_."

Ben heard the story a dozen times since school started and he knew it even better than that. It was his story after all.

And Cash was stealing it. Again.

"Were - were," a girl asked, and Ben could hear her stammer even though she was basically sitting right at Cash's feet. Julie McMartin stammered. The coolest girl in the whole school - a girl who Ben was sure wouldn't have admitted that Cash even existed last year - stared up at Cash like he was a star and stammered. God, there was one every time… "Were you scared?"

And Cash just laughed. "Scared? Heroes don't get scared. Those androids did, though, when they saw me coming for them."

And Ben bit back a bitter laugh that got him a dozen angry shushes. Even from Jamie, but Jamie at least saw Ben's glare and just like that the spell was broken. At least until Cash told the story again, which would be way too soon.

"We can hear the story again later. Let's grab our table and I can show you just how much you… Ben?" Ben gave Cash one last glare before he spun around and kicked his way through the door. "Ben?" Jamie asked as he scrambled after.

"Lost my appetite, dweeb."

"Dweeb?" Jamie said with a blink and a glare.

But Ben just shook his head. "Yeah, yeah. I know I shouldn't… Did you see them all staring at him? It's Cash! He's stolen from almost everyone in that room and they're drooling over him! He didn't even - !"

"He's an ass," Jamie agreed with a nod. Then his hand went to his glasses again and he gave Ben a look. "But…"

"But?" Ben growled out.

"He did save the President, Dude," Jamie said and he held his hands up. "I never thought it would happen either! We all thought that if Cash was ever on TV it would be on Cops, not…!" His waved over at the display case in the hallway and Ben gritted his teeth because he knew what was there; the newspaper with a huge photograph of the President hanging medals around Cash's and J. T.'s neck. It wasn't the only copy either. The same newspaper was framed and hanging in every classroom. That one and the one right next to it, where JT and Cash were sitting on either side of the mayor as they got the key to the city after a _parade. _

At least he wasn't home for _that. _Upchuck would have lived up to his name if he was. Not that he wasn't tempted anyway as he glared at the captions under the pictures. **Local Heroes honored!** **Our Brave Children! **

Gag.

"Heroes." Ben glared at the picture and rubbed the cool alien metal on his wrist. He knew who belonged in that picture.

Jamie smacked his arm. "Come on, I wasn't that hungry anyway and you know Jason and Tie have got a game set up in the library already. You wanna come so I can show you all how much you suck, or do you want to stand here and glare until gym?"

"Real heroes don't do it for _this,_" Ben said with an angry wave at the case as he ignored everything else. "They don't want the attent…" and his voice died out because something itched in the back of his head as he stared at the photograph, at the weasley boy in it who was standing next to Cash with old glasses and a face that always looked like he just bit into a lemon. "Attention. Was J.T. in there?"

"J.T.?"

"You know, Cash's shadow? Was he in the cafeteria?" Ben thought until his brain ached, but he didn't remember seeing the boy anywhere near the cool table. Which was normal, usually, but he'd been perched there ever since school started, tossing in his own stuff to build up the story and cashing in with Cash.

He should have been there now. Unless…

Unless Cash was just drawing attention.

"We passed him back by the lockers. Why?"

But Ben was already running. He didn't know how the school managed to be so big and so small all at the same time, but it was. The place really was a _nightmare_. "Do you think he's getting books?" he shouted over his shoulder.

The hall with all the lockers was empty, but the classroom next to it wasn't and it only took a quick listen to hear sniffling coming from inside. He heard the sound of feet running up behind him as his fingers caught the doorknob and didn't bother to turn around. "Okay, dwee-"

"Stop calling me a dweeb!" Jamie snapped out from between pants.

It took everything Ben had not to jump at his voice and he didn't even know why, but he knew he didn't want to think about it. "Okay! It's two of us and one of him. This'll be a piece of - "

"Are you crazy?!" Jamie said with a voice that just barely stayed a whisper. "I'm not going in there!"

Ben just stared at him. "Someone's in trouble!"

"Better them than me! I thought you learned your lesson about playing hero last year!"

"I can't believe - " Ben shoved a hand through his hair and bit down on his lip before he finished that because he could feel the scream building and that so wouldn't help. Then he shrugged off his backpack and passed it over. "Fine! Just hold this and shout if you see Cash!"

"Just get a teacher!" Ben gave that the look it deserved and Jamie finally sighed and took the backpack. "Fine. Just be careful. I'm not dangling from a tree again."

Ben nodded. The door wasn't locked, but he gave it a kick anyway after he opened it. Half of being a hero was the entrance after all. The room was just as empty as he thought it would be, except for the two standing by the teacher's desk like this was a presentation.

Ben smirked at the thought. He was about to _bring _the knowledge.

It would have been way more awesome if the classroom was full, but hearing J. T. squawk and jump was almost as good. It was a _rush, _but Ben's grin only lasted until he saw the boy on the other side of the bully. A boy with wide eyes who was so short that he almost made Ben feel Fourarms tall as he stood there and tried to sniffle back his tears.

Ben lost his smirk when he saw that. "You're really stealing from second graders now, J. T.?" Ben asked, disgust dripped out of his voice as he let out a growl that would have made the big red guy proud.

"I'm not taking anything! The little shrimp was sharing it with…" J.T. stammered out as he started to shove the video game box that Ben didn't even see back into the boy's hands before he spun around, but the second he did his face twisted and he yanked the box back. "Oh. What do _you_ want, Tennyson?"

"To keep your life from getting even sadder. I mean, really. Pride, look it up." Ben said as he marched in and grabbed the video game out of J. T.'s hands. For just a second, he thought J, T. was going to try something, but the boy shrunk back instead. Ben glanced down at the pipsqueak and he started to hand the box back when he saw the cover and his eyes went wide. "Wow, Infinite Injury 3!? I didn't even think that they were selling this one yet! Can I - ? I mean…" He handed it to the little kid, who grabbed it and ran for the door.

"Don't make me chase you!" J. T. shouted at the shortie, who froze just shy of getting out, before he turned his glare back on Ben. "Get lost, Loser. You aren't worth our time anymore."

"You didn't say that when I saved you from those androids you keep talking about," Ben said as he crossed his arms and thought he saw, just for a second, something that almost looked human flashed across J. T.'s face. "Come on, man. What's next, candy from babies? Isn't school enough of a hole already?"

J. T. tried to puff out his chest and wiggle away all at the same time. "It isn't that bad. Not for us. Not anymore."

"Off of my… friend's rescue," Ben bit down on his cheek as he said it. He didn't know how Grandpa kept this all straight, but he knew he had to try even though he _hated _it. "You've got to have something better to do."

And all that got him was another shrug and a mumbled, "In a few minutes, I will. I'll have a kick-ass video game."

"You never used to be like this, J. T.," Ben tried and J. T. kicked at the ground, but he lost a bit of the lemon face. Ben shoved his hand through his hair and took that as a win. J. T. wasn't that bad before. Neither was Cash until he was six and grew into the biggest kid in the class. After that… "Come on, ditch Cash. Just once. Jamie and I were going to play some Sumo in the library. I can give you a deck and beat you like old times. And he's been rubbing some stupid card in my face all day. If you win it off of him I won't…"

The only warning he got was the sudden sweat that broke out of J. T.'s face. Ben tried to brace himself like Grandpa showed him, tried to think of one of the moves he'd watch his cousin practice over and over again during the summer, but the bracing didn't work and the moves just slipped out of his head as a hand clamped down on his shoulder and spun him around.

The fist found his stomach a second later, then there was just the pain and the floor as Ben tried to remember how to breathe and keep from throwing up at the same time.

"Thanks for the tip, Benji," Cash said, as casual as anything as he knelt down in front of Ben. The boy actually grinned as he grabbed Ben by the back of his jacket and pulled him back up. "Buddies should look out for each other."

Ben's eyes darted over Cash's shoulder to the door and he tried to get up. He wanted to tear Cash apart and fought to get enough wind back so he could snarl, but all he managed was a weak, "Where…"

Cash laughed and smacked Ben as hard as he could upside the head with his free hand. "If you're worried about your boyfriend, don't be. He took off the second I came around the corner. But don't cry. J. T. and I will be checking on him soon." Then the smile he plastered on faded and he let Ben drop as he got up and moved. Ben caught himself with his hand even as he wrapped the other around his stomach and heard the bully growl out. "And as for you, Hero Tax. Pay it or end up like this shrimp."

Hero tax. Ben's fingers dug into the carpet, ready for a fight that his body that his body so wasn't ready for yet. It was too late anyway. The little second grader didn't even _try _to fight or run. He just handed the game over and he didn't even glance back as he ran for the door.

"Looks like my afternoon is booked, " Cash said as he slipped the game into his pocket. "And I have a new game to play tonight, too. Now what am I going to do with you, Shrimp?"

"You should have heard the shit he was saying, Cash," J. T. said as if he had to remind the world he was there, too.

"Is that so, Benji?" Cash said, and he almost sounded like he was about to laugh. "I thought I saw you in the cafeteria a few minutes ago. What happened? You couldn't stand being in a room with a hero? I get it. I don't even know why they let trash like you through the door." With that he just let Ben drop as he stood up. "Come on, J.T. I gotta wash my hands now before we can break open our new - "

"A hero?" Ben gasped out a laugh that cut the bully off even as he grabbed at the desk next to him and tried to pull himself back up. "Why don't you tell everyone the truth, Cash? About how you two hid in the back of my Grandpa's R.V. while…"

He didn't see the kick coming. Even if he did, he still didn't think he could have stopped it.

Not as Ben anyway.

The world went dark for just a second as the shoe caught him right in the stomach and knocked the rest of the air out of him. He couldn't have screamed if he wanted to. He could barely breathe, but his eyes went to the door anyway as he waited…

Waited for nothing. No one was coming. Not even to find out why the desk he'd been clinging to made so much noise as it fell over with him. Ben tried to grab for it again, but Cash was quicker and he _shoved _the desk halfway across the room before he knelt again and grabbed Ben by the hair.

Then he let out another gasp as Cash yanked it back until he _had _to look the bully in the eyes. "You should keep your little stories to yourself, Benji. No one cares what we do, not anymore. Not the teachers, not anyone else. And no one _ever_ cared about you."

"No one," J. T. said and he had the sucked on a lemon look again, but he still reared back for a kick of his own, but he never got to finish it.

"Save it, J. T. Don't mess up your shoe on this nothing," Cash said and he sounded so bored as he shoved Ben's head back down and into the floor just hard enough that Ben saw stars. "Come on. There's a Slammer that I need for my collection." His hand pulled away, and Ben listened to their footsteps fade away until the door closed again behind them and cut them off.

As they left him all alone in the empty and dark classroom.

Ben saw red as he tried to remember how to breathe, and then all he saw was the Omnitrix on his wrist.

He shouldn't. He so shouldn't. It was just a couple of kicks…

It was just a pack of lies, just J. T. and Cash, just school - how could the dweeb like _this_ more than everything they did this summer? - just the teachers, just the tests, just don't tell anyone the truth, just be normal…

Just. He was so sick of justs.

He didn't even look at the dial as he pushed the button on the side of the watch and it shot up. He didn't _care _which alien he turned into. Not anymore. He just closed his eyes as he slammed the dial back down.

Ben didn't open his eyes again until the flash was just a memory and when he did he saw the world through a dinosaur's eyes. XLR8 picked himself up off of the ground, a growl already in his throat, and stretched his claws. Then his face mask snapped shut as he leaned forward and ran. The school and everyone in it became a blur as he hunted for the two bullies.

He caught up to the J. T. and Cash three seconds and two halls away later. They screamed as he grabbed them up and kept screaming the whole way to the cafeteria. Which was _way _too full for even XLR8 to get around in, so he turned and ran up the wall, his speed the only thing keeping them from falling until he wanted and the wind in his wake tossed everything loose in the room.

He heard everyone else shout and look around, and by the time they looked back he was gone. J.T. and Cash weren't, though. Ben left them standing right in the middle of the popular table with their pants around their ankles where _everyone _could see. The look on everyone's faces more than made up for the pain in his gut.

J. T. and Cash wanted to relive that day? They could relive it all they wanted.

Then the school blurred again and it took way less than a minute to find the second grader again and less than a thought to put the game back in his backpack. And after that…

He should stop. He knew that. He should find some empty classroom and wait for the watch to time out. Wait to go back to Ben. It's what Grandpa would want him to do. It's what he promised he would do.

It's what she…

XLR8 ran instead, right out the front door.

He ran so fast that the cars barely moved as he raced by them. He ran until the wind screamed in his ear and the world flashed by. He ran until he could almost pretend it was summer again…

No, not last summer. He didn't need last summer any more. Not after he'd 'accidentally'...

It wasn't like he had _planned_ on listening in, he just came home yesterday and saw the living room phone blinking a warning that there was someone on the line already. Boredom and curiosity made him look at who had called and heroism made him pick up. It wasn't like he could just walk away and _let_ his parents bore Grandpa to death. He was just about to leap to the rescue when he heard his Dad say the best thing ever, "- _if you're sure you're up to it, Dad. I know Ben will be thrilled to spend another summer with you - _"

His Dad didn't have any idea. The last summer had been the best of his life. Awesome adventures, bad guys, weird things, magic, and an alien super-watch and they were going to do it again?

Next summer was going to rule!

But his father just had to keep talking and ruin _everything. _His words just had to keep running through Ben's head, "_\- but Gwen? Frank says she barely even talks about the trip. Are you sure that she wants to go again_?"

They were going to get another summer's worth of Hero Time and Gwen didn't want to go again? He couldn't wrap his mind around that and he'd been trying to all day.

"Like I care what the dweeb does," Ben said to himself as he made himself run faster and the houses and trees were a blur as XLR8 raced by them. He pushed himself until even the cars seemed to be standing still, until, out of the whole world, the only thing that was moving was him. The only thing that was real was him.

Like he cared what any of them did. It would be so easy…

Some nights he dreamed about it. Just going. Just being the hero he knew he was. No more school, no more anything but going around the world and saving people and…

And the world would make sense again. Traveling the world and helping people, he could wrap his head around that. It wasn't school or his parents or Gwen…

He didn't think he'd ever figure her out.

Who stopped being a superhero just to go to school? Who wanted to? And after she'd made him promise…

Ben jumped and caught some railing even though he could run down the stairs just as fast. It just wouldn't be as much _fun. _ He let out a snarling laugh as his wheels squealed against the metal before it was over and he was running again.

He never told anyone, but he knew why his future self spent most of his time in this body. XLR8 made it so easy. There was just the feel of his arms and legs pumping and the wind howling.

There was just the run. Not to anywhere, or away from anything.

No thinking, just moving.

He spent a lot of time trying not to think lately.

Not at school. He was used to not thinking there. It wasn't even hard not to think there. Half the time he was sure the teachers wanted it that way, which was fine by him. They could make him go, but they couldn't make him care. But at home, at the arcade, when he was trying to sleep…

All he thought about was how easy it would be just to do this. To just go. And how he couldn't. Not after Gwen made him promise that he wouldn't. Not without her. And he didn't even know why he'd agreed to it and it was driving him nuts.

He didn't really think Gwen would burn his comics. She loved books way too much to ever destroy one even if she did turn her nose up at them, but she would tell her parents about the Omnitrix and everything else. Which would be bad.

For her and for Grandpa, but not for him. Not really.

His mother couldn't even watch Charlie and the Chocolate Factory just because of the chicken, so he really didn't think that she'd go the Vilgax route and cut his arm off. Though they'd might force feed him sushi until the thing just fell off and ran away on its own.

Ben brushed his claws over his chest just in case, just to feel the Omnitrix settled there. He'd been doing that a lot, he realized. At home, at school. Sometimes he even woke up to check on it. He had been ever since he watched the Rust Bucket drive away back in August. Not that Grandpa had gone far. The R.V. lot was just a few blocks down the road. It was close enough that Ben walked to it most of the time.

But it was far enough away that he sometimes wondered if everything that had happened to him - to them - had really happened. And that was when he'd check the Omnitrix.

It was there. It always was. As far as he knew, it always would be despite what his parents might think. The watch would always be right where it belonged, but that didn't mean…

They would make sure that Grandpa wasn't around any more. Ben knew that, just like he knew that Grandpa would take their side just because they were his _parents _\- like that meant anything - and because the man was a hero and that's what heroes did, even if it meant being chased away. It wouldn't matter how miserable it made them both or what Ben could do with the watch. Grandpa would be gone until his mom and dad changed their minds. Ben shuddered at the thought. What would the man _do_ without him? Who would make sure that he had fun or kept his video game skills sharp?

Grandpa was the only reason that he didn't. Everyone else, though… His parents, school, and Gwen -

And Gwen.

She wouldn't have disappeared if she was guarding the door today. She would have complained, but she would have kept -

No, she wouldn't. He knew her. She would have been right there in the room with him. And he wished...

He wished he had a book - and that thought almost made him trip - something that explained everything that was going on in her head. She made him promise that he would get her so she would be right there for the hero stuff, too, but she didn't want to go on another summer trip?

She'd even gone out to kick bad guy butt with him a half a dozen times already, and sure she'd complained every time about how late it was and how she needed her _beauty sleep_, but that didn't mean _anything. _It was _Gwen_. He'd only be worried if she _stopped _whining about things. Besides, he saw her grin when she didn't think he was looking, so he _knew…_

He knew that he so didn't get her.

"Girls."

Ben shook his head, which was the only reason he saw the flashing lights - he was going so fast that the strobes were barely moving, but he was like a moth to those red and blue lights. Literally once with Stinkfly - and he made himself slow down enough to look. He didn't even realize he was running by the docks until then and he couldn't figure out how he missed the smoke that was billowing out of the warehouse on the other side of the police cars and fire trucks. Maybe if it was a normal building, but this one was Godzilla huge and the fire looked just as big! He stopped and stared at the building that was on a pier all by itself and the orange and red light he could see burning behind the loading bay doors and the little windows at the top.

He couldn't believe it. Another few steps and he might have missed all the fun, which was what he got for thinking.

"Finally! Hero time!" Ben whooped as he raced in, ready to show the world what a real hero could do, before he veered off just as fast as he'd come. He ran and kept running until he was blocks away because there was already a news van there. A van he should be taking bows in front of instead of wondering how...

If Grandpa was here…

Grandpa knew how to deal with the news people. Ben didn't know how, but even when they had a camera in their faces they were never on television except for that one time in New Orleans when Grandpa had been too busy looking after Gwen and Ben finally got to get his strut on. That day was _awesome _until the dweeb…

Lousy crayfish. Just thinking about that day still made him shudder.

He'd been XLR8 then, too. He'd almost forgotten that. Maybe there was another reason Ben 10,000 liked this alien so much. He did look good on camera. Which just figured.

If the reporters saw him, if he was on the news...

If he was then Gwen would know he'd broken his promise.

He stopped and stared back the way he'd come. If he went fast enough, if he really poured on the speed not even the cameras would know he was there. He could do it, XLR8 was way more than fast enough. If he was as good as he knew he was, then there was no way that Gwen would ever find out.

Except that she so would.

And then she'd get that look in her eyes again. The same look she'd gotten right before she came up with the whole stupid thing. Ben didn't even understand why the memory of it was bothering him. He _loved_ annoying her. There were times that he lived for it. He'd sometimes push a fight just to see if he could get her mad enough to shake. That was always fun as long as he ran fast enough. The only thing better was when he could nail her with a really good prank and shed freak out even _worse._

But that day was different. Sure, his arm was sore and gross enough to impress the guys at school, but Gwen wouldn't have been. Not even a little. No, she would just make fun of him like she usually did when he'd hurt himself. He knew that before he even called, and that why he'd thrown on a jacket before he'd gone to meet her.

Except she didn't make fun. She didn't even smirk. She freaked. And he dealt with it the best way he knew how. He tried to cover and annoy her and he almost thought it worked when she blasted him for saying he'd worked alone all summer, but the look didn't go away. It just got worse. He didn't know what the look was. She wasn't angry, or annoyed or even worried. Those were all looks he was used to, but not that one. He didn't know what it was or what it meant.

All he knew was he didn't want to see it in her eyes again.

Ever.

Or she'd do the one thing that was even worse. She would come chasing after him again. Chase around the world, chase him off of it, chase him to an alien world and down an alien hallway and…

And…

And he watched the world blur around him again even though he would have given anything to close his eyes, but that would have meant stopping and he just couldn't. So he shuddered as he made himself run faster, run until his lungs burned and the air screamed louder than any memory.

He ran until the smoke was just a cloud on the horizon, but he wasn't running away. It was a stupid promise, but it was a promise and heroes kept their word. Kangaroo Kommando and Grandpa both believed that so he did, too. He just had to find her first.

A dozen streets streaked by him before he finally saw something that looked promising. Ben had been to the dweeb's school before. He'd never even seen a _picture _of it, not even once and he was proud of that, but he still knew _way_ too much about it. He couldn't help it, the dweeb wouldn't shut up about it for the first few weeks of their vacation. Not to him, but the Rust Bucket wasn't big enough for him to hide when she started going on and on about how wonderful it was to Grandpa. It was sick how much she cared about her classes and even sicker when she went on and on about how _cool _all of her teachers were.

Just remembering the look on her face when she said _that _made him want to hurl.

Ben tried to forget everything his cousin said about... well, about pretty much _everything _\- as soon as she said it, but he never could. That was why he was almost sure that he found the right school when he saw the building up ahead. It _screamed _snob with its red brick walls that had actual ivy growing on them and the huge trees all around it. Even the _fence _was fancy with iron bars shaped into designs instead of the chain link that surrounded his.

"No wonder she's a _dweeb," _Ben muttered. She didn't stand a _chance _here. No one did.

That thought made him race around the outside of the fence instead of just charging into the building like he usually would just so he wouldn't _catch _anything. He _so _wasn't going to risk it until he was _sure. _

Not that it took long. He found all the evidence that he needed right before he even got half way around. There were a half dozen picnic tables that were just sitting there at the end of one of the wings under one of the big oaks, tables that were almost all already packed with kids even as more came rushing out the double doors with trays full of food.

Ben barely even glanced at the boys because they all looked like lost causes, or worse, snobs. Why else would they be wearing dark blue suit jackets and red ties to _school? _To _lunch? _That was just _sick _and _wrong. _No, they were done, but he stopped dead in his tracks when he saw the first girl and what she was wearing.

"Paydirt!" Ben cheered as he pumped his fist. He'd seen those clothes before. Not in person, but his aunt always made a point to send pictures whenever the Dweeb got an award for her grades or some project or sneezing and his mom always hung up them up.

Hung them up right in the living room, right by the TV. His pictures were bad enough, but hanging hers up on the other side where _anyone _could see them?

Kill him now.

His mom had been doing it for as long as Ben could remember and he usually ignored them because who wanted to look at dweebs? But he couldn't do that anymore. Not since he got back from the summer trip. Not when all of her pictures were _right there _whenever he wanted to watch TV and he didn't feel like going to his room and she was staring at him with her stupid eyes and dumb grins_. _He didn't know how many times he'd glared at her pictures over just the last few weeks, but he'd done it more than enough to _know _those clothes because Gwen was wearing the same ones in almost all of them.

The girl in front of him was wearing the exact same thing even though it made them both look like _nerds._ The stupid navy blue sweater would have been bad enough, but whoever told the girls here that they had to pop the collars of their shirts over it should have to spend a month shoveling muck at the farm. As for the rest of it…

He didn't know how to insult the loose black skirt, and he'd _tried, _but girl in front of him was wearing white knee socks instead of the tights that Gwen always had on and Ben shuddered as he imagined them switching. He couldn't make fun of the skirt, but he had a whole _list_ for the dweeb's bony knees.

Especially when she used them to pin him to the ground.

And he never got the tights, either. Not after the way Gwen shrieked and chased him last summer when he _accidentally _got some green food coloring in her shampoo. Why would she freak out over _that _when those tights had to be staining her feet black _every day?_

Girls were just _weird _and his cousin was the _weirdest. _

Someone shouted and Ben was a blur before he realized it was just one of the snobs who had found a football because of course he did. And of course that was the only thing that would make these nerds take off their coats, but that was okay. He could keep a better eyes on things up in the tree anyway. He stayed up there for forever or a minute whichever was longer as he stared at all the girls before he realized…

Everyone was wearing the same thing. "No wonder the freak likes to shop so much, she's _bored,"_ Ben told the bird who was sitting in the branch next to him. The bird just tilted it's head a little as it stared at him.

Now that he knew…

Now he'd have to pick on her _more _if he ever got stuck going shopping with her again. Ben smirked at the thought and he almost couldn't wait.

Neither could the fire.

_That _thought almost drove him out of the tree and across the fence, and he only held on for a second because… She wasn't out here yet, he _knew _that - the girls might all be dressed like her, but none of them had her hair - but he knew right where she'd be.

His eyes went to the only table that was still empty, even though it was the best one. It had the most shade and it was right where everyone would see it. It _had _to be the cool table. It was so obvious that he could have been _asleep _and still found it. Him and everyone else. He could see the other kids staring at it even as they walked right on by so they could sit in the grass instead.

It was right where Gwen _belonged_.

Ben even knew which seat she'd pick. The one right in the middle so she'd have the tree behind her as she bossed everyone else around just like she did _him. _

It was so obvious that it was all over but the waiting.

Ben sat and stared and tapped at the branch all in the space of a couple of seconds before he muttered,"Come on, the fire's not going to last all _day." _He was just about to jump down from the tree and go get her when the doors were pushed open again and a whole herd of girls spilled out and made a beeline for the table. "Finally!" Ben said as his eyes settled on a girl who was in the middle of the pack and had a purple hoodie on over her sweater even though it was like 60 out. Just looking at her made him remember Gwen's every moan about the Rust Bucket's air conditioner again.

"Such a drama - " Ben started as the dweeb sat down in the exact seat that he knew she _would _as the other girls sat around her and reached up for her hood. He tensed to go grab her as she pulled it down and -

And long bright blond hair spilled out instead of the short red he was expecting.

"Oh, come on!" Ben shouted and shoved his hands over his mouth as people turned and looked, but he was already out of the tree before they could see anything. Out of the tree and over the fence and halfway to the door.

He only slowed down for half a second as he thought about pushing the blond girl out of the dweeb's seat before he ran right on by. Gwen could deal with the girl. Heck, he almost felt _sorry _for her. No one yelled like his cousin.

No one but _him, _and the wanna-be witch was _so _going to hear about it now. Ben zoomed through the double doors and the cafeteria on the other side. His head was the only thing that blurred more than his feet as he looked and raced through, but he still didn't see her _anywhere_. Not in line or at one of the tables. He didn't even see a flash of her hair. Then he was out in the halls, the only sign that he'd ever been there was some loose napkins that he sucked up in his wake.

"If you're going to make me come and get you, you _dweeb,"_ Ben growled into the air as he dashed in and out of a dozen classrooms, "then you should - "

He was in an empty hall as those words and his feet both came to a screeching stop.

"What am I _doing?" _Ben muttered to himself as he looked back the way he came. He could have dealt with that fire by now all by himself. He could have dealt with a dozen fires. He didn't need…

Gwen _guilted _him into promising. That was all. There was no _way _that she'd really tell her parents. He didn't have to _listen _to her. He didn't have to do _any _of this. He could just keep on running and saving the day forever.

Run so fast that even the dweeb would give up eventually.

He could become Ben 10,000 twenty years early, even if he had to do it ten minutes at a time. "Hero to heroes," Ben said to himself a grin as he mind flashed back to the statue and fans who cheered him on everywhere he went.

And a family he couldn't be bothered to visit. Not even for an eightieth birthday party.

"Jerk." Ben 10,000 had a statue, but he was a complete ass. Ben would rather be a hero. Even if he had to be history's first superhero with a babysitter.

Or a sidekick….

Of course, every hero needs a sidekick…

"Gwen, the Roo Wonder," he laughed to himself. He laughed even louder when he imagined the look on her face when he scooped her up out of class so she could help him save the day again.

Ben was still laughing as he ran to go get her.


	5. Under a Starless Sky

**Chapter Five: Under a Starless Sky**

_Docks District_

_Bellwood, California_

_November 9th, 1998_

_11:17 am_

It tore at her like a living thing.

She could feel it burning, pulsing with every heartbeat until she was sure she was getting roasted from the inside out. It flared until all she saw was red and all she could hear was it roaring in her ears. She had her hands clenched at her side as she fought it, tried to control it because she knew just how close it was to exploding.

"Oh, come on, admit it! You missed this!"

"So not talking to you!" Gwen screamed as her temper finally slipped out of her control and it felt so, so good.

"You're STILL mad?" Ben asked, and she could hear the laugh in his voice as he blurred away.

"It's been ten seconds!" she yelled after him as her hands shot down to hold her skirt in place as the wind in his wake caught at it. She wanted to keep yelling, at him for yanking her out of the library, at her mother for putting her in a school that needed uniforms - who goes heroing in a _skirt_? Even with tights, it was ridiculous! - and at the universe for making _that boy _her cousin. She settled for kicking at the gravel that lined the roof he'd dumped her on and spinning away from him. When he came back, he'd have to work at it if he…

If he…

She'd never been down by the Bellwood docks before, her Mother would have been horrified by the thought, but it was easy to find the building Ben was worried about. It was huge. The warehouse must have been three stories tall and it almost could have taken up a city block all by itself. But, as big as it was...

She thought she had heard Ben say something about a fire in the second between him scooping her out of her chair and then taking off again. He might have tried to say something more, but she couldn't make it out through the wind. Knowing him, it was just him crowing about it being Hero Time again. The same wind that made her bury her face against his chest, so she couldn't see anything until he set her down on this roof a second ago. And if he had, she never imagined anything like this.

As big as the building was, the fire looked even bigger. Smoke filled the air and the loading docks by the road were already gone. It looked like the roof there had collapsed onto the semis they were supposed to be filling and she couldn't even begin to guess how much more time the rest of it. had. Not when she could see smoke pouring out of almost every window and the flames licking out of a dozen places in the roof.

She finally tore her eyes away from the warehouse and to the crowd around it. It looked like every emergency vehicle in Bellwood was already there, with people in overalls packed around the ambulances and the police trying to hold back the mob of people and reporters watching while the fire trucks blasted the fire with every bit of foam and water that they could get their hands on. There was even a tug boat in the bay drenching the whole area with salt water.

And the fire was still winning. If there was anyone still in there…

They didn't need heroes, they needed a miracle.

"We are so crazy," Gwen said to herself, as if admitting it would make the nerves go away. And they were, but they still had to try. She could admit that much to herself, but she didn't have to admit it to _him_. So she had a foot stomp ready for the moment he skidded to a stop in front of her. "You pulled me out of class literally a second ago!"

"Still mad," Ben sighed and she didn't need to see through XLR8's helmet to know he was rolling his eyes, "and please. Library is not a class. What were you doing in there anyway? Is it because some blond girl took your seat at the cool table? I mean,I was going to chase her off, but..." He let the sentence die there as he held up something that was made of straps and rubber and glass and it took her two blinks to figure out that it was a rebreather mask.

"Cool table?" Gwen asked, completely lost as Ben's train of thought derailed _again _before she shook the confusion away and yanked the mask out of his claws. The thing just barely stayed on her head even after she'd pulled the straps as tight as they would go, but it turned on with a reassuring little click when she twisted the little bottle sticking out of the bottom just like Grandpa had showed her. She heard the thing hiss and then she grumbled, "I was helping… Doesn't anyone ever clean these things?" she asked as she tried to see around the smudge in the visor right over her nose.

And this time XLR8's face mask slid up just so she could see his grin as he leaned over and poked the exact same spot with the tip of a claw. "You should hear your voice through that! You have to keep it in case you ever go supervillain!"

"Like in the next thirty seconds?" Gwen asked, her voice ice cold as she slapped his claw away.

"What is with you?" Ben asked, his smile vanishing even before the mask slipped back down. "It wasn't like I got you out of a test or anything important. You were just sitting there, _typing_."

"I know you don't believe this, but _school _is important, doofus!" Gwen snapped as she glared right back.

"Fine," he finally said as he took a step towards her. "I'll take you back and do this myse-"

"No, you won't." The words were as automatic as the way she crossed her arms and dared him to try it. A dare he so did not meet. She reached up to pinch her nose and just bounced her fingers off of the mask instead, which explained why there was a smudge right there. Then she looked at the fire. "You've been around the building, how do you want to do this, Mr. Hero?"

"There's a door back by the edge of the pier that I don't think anyone has even looked at and it's away from the crowd," Ben said and he waved his hand at the far side of the building. Then he let out a little sad sigh as he added, "And the cameras, but the fire's getting close and if there's anyone stuck on that side…"

She nodded and wrapped her arms around his neck as he slipped one arm around her shoulders and slipped the other under her knees, picked her up, and ran in a blur of motion that left her stomach back on the roof. "I knew you missed this," he said, and she didn't have any idea if he was talking to her or if he'd just muttered it to himself and hoped that she couldn't hear him over the howl of the wind.

And if he had, it would be so wrong for her to say anything.

Not that it ever stopped her before. "Did not!" she said as soon as her feet hit concrete. Then she swallowed her nerves as her hands moved and her mind raced over the spells she'd memorized while he went to the door. The locked door. He punched it once - the first time he'd done that last summer she'd just thought he was throwing a fit. Now she knew better - twice, a dozen times, a hundred. Over and over again until his fists were a blur and his punches sounded like a jackhammer. XLR8 wasn't his strongest alien, but there weren't a lot of things that could take that kind of punishment.

The door was a good one, though. It took almost ten seconds before it started to crack.

Ten seconds she spent worrying at her bottom lip as she thought. They'd fought fires before. Little ones that started as they fought something else or forest fires where they could use fire to fight fire, but the last time that they faced something like this she didn't even _know _about magic. Now she did. Now she knew all sorts of spells that - wouldn't do much. Not against the inferno in there.

Except for maybe one.

Her eyes went to the water of the bay. It was deep, deep enough for the freighters that came in every day, and more than enough for the spell she had in mind. She just didn't know if she was strong enough to -

"Come on!" Ben growled at the door as he stopped for a second so he could glare at it. "It's hero time, you stupid thing! Just break!" he said before he went right back to work.

"Hero time," Gwen repeated to herself with a single jerk of her head. Then she set her feet and spread her fingers. She could do it. She _had _to. She called up the magic inside of her and felt the energy build around her hands as she waited for her moment and the wave she could see coming in.

"_**Undas facias!" **_she chanted and moved her hands against each other like she was back in class shaping clay, except this time it was the wave that moved. She watched it surge into something almost as tall as she was before it stopped there. It wasn't good enough. Not by _half. _So she gritted her teeth and repeated, "_**Undas facias!" **_And the wave surged up another foot even she felt the sweat start to drip down her forehead and her breath come in deep pants like she'd been running for an hour.

Her hands danced around the magic between them as she tried to form the wave into what she needed, but she wasn't _strong _enough. The blue light there was already flickering and she knew…

She could _hear _the fire, hear it crackling and start to roar right through the walls that were holding it in and if she couldn't… if Ben had to go in there _alone_ just because she wasn't...

"No!" Gwen growled at the magic and herself and she tried to dig down deeper for the power. She'd made waterspouts before, but that was so much easier and so much more dangerous because she just cast the spell and left the waterspouts to do whatever, but that wouldn't work now. She needed _control _if she was going to help_. _She _needed… _

The wave surged again another few inches higher at that and she just glared at it for mocking her. Mocking her when the doofus was _counting _on her.

So she reached out for _more _and found it. Gwen felt _something _surge around her as she dug as deep into herself as she could. Something she'd felt when she'd dueled with Charmcaster, when Grandpa said she hovered in the air as they threw magic at each other even though she didn't remember…

But she remembered this feeling, the power that was just out of reach. Power she lost track of in the rush of winning after the fight, but not now_. _She heard the door break and the doofus cheer and she dug as deep as she could as she repeated the words one more time. "_**UNDAS FACIAS!"**_

And the power was right _there. _

It was like breaking through a wall. The magic glow between her hands stopped flickering and _burned _as the wave jumped and wrapped around itself, over and over again, into a pillar of seawater as tall as the building and almost as big around as Ben was when he was human.

Gwen held her breath as she stared at the towering pillar of water and then she brushed her right hand over the glowing energy that was hovering between and brushed against the magic. Magic that she'd called up, but never tried to shape before. Not like _this. _

The rational part of her was sure that the pillar would break the second she tried and reality would remind her who was in charge. Instead the pillar bent in the middle and held its form just like she wanted. She just wanted to whoop with joy as she played, as her fingers danced against the magic and the pillar slithered through the air, as it snaked this way and that until the head of the pillar was staring into her eyes.

There were blue sparks dancing around inside the water that she never would have seen if she wasn't so used to seeing color around her hands, and they burned brighter every time she shaped the magic around her hands. She just wanted to reach over and touch the thing that she had made, to run her fingers through it and pet it under it's chin. Or…

The rebreather hid the evil little smirk she felt spread across her lips from everyone but her as she wondered...

If she smacked Ben with the pillar, would it count as a bath or a shower?

The door gave in before she did and she let the thought die. Ben turned around and the cheer died in his throat when he saw what she conjured up. "And you call _me _a showoff."

A dozen retorts ran through her mind, but making the pillar stick out its tongue at him was the best. And then they walked into the fire side by side with her new pet following right behind.

She didn't know what she expected to see on the other side, but a line of tables so wasn't it. Tables with flipped chairs all around them. Everyone in here must have ran the second the alarms went off. She hoped they made it outside before the room filled with smoke, because it was pitch black in here now. She knew that there must have been emergency lights on, but they were lost in the black haze.

As it was, they almost walked into the vending machines before they saw them.

"Wanna split a bar?" Ben asked as he nodded at the one full of candy.

"Maybe on the way out," Gwen said and her voice shook as he took the door and pushed it open. Her voice shook, but her fingers never did.

The heat hit them first, a wave of boiled air that drove them both back a half a step before they pressed on, and as bad as the smoke was in the room, it was so much worse on the other side of the door. Not even the glow from the magic she was wielding could cut through it and they didn't realize that they were in a hallway until a door appeared out of the haze in front of them.

She didn't know how big the hallway was or how many doors there were, but she wanted to check all them all, to shout out and try and get someone's attention even though the roar of the fire was the only thing she could hear, but that wasn't why she was here. So she turned right and kept walking until the smoke started to glow orange and red in front of her while she followed Ben's search just by how the smoke darted this way and that behind him.

Considering how big the warehouse was, the fire should have been further away. Either the hallway was a lot shorter than it seemed or the fire was moving a lot faster than Ben thought.

Speaking of whom, "Empty!" Ben shouted in her ear when he caught up to her. She wanted to cheer and go back, but there could have been more rooms just beyond the fire. There could have been someone who still needed a hero.

So she shoved her hand forward and pillar of water reared back like a snake and struck at the fire in an explosion of white steam. She felt the shock through the magic, felt it bite into her fingertips, but she didn't stop. She kept the pillar alive, kept the wave circling up from the bay even as the magic fought back and her touch get more and more erratic.

if she'd been able to practice more…

When Gwen had first tried the spell before it felt like she could keep it going forever, but that was just in her bathtub in a few stolen minutes while her mom was at the store. Now her mind ached as she tried to figure out just how much water she was sucking up.

A real sorceress wouldn't stop. Not until the fire was out or the bay was empty. Neither would a hero. It didn't matter that it felt like the magic was burning her hands or that the world was swaying around her.

Neither would _he. _Not for anything.

So she didn't either. Not even when some of the blue sparks that were swarming through the water started to change, started to flash and burn violet instead. Not as the same pinkish-purple dots started to dance in the orb between her hands, too, and in the corners of her vision...

Gwen wanted to stop and stare and figure it out, but she couldn't, so she gritted her teeth and kept going even as more of the violet spots appeared and the magic between her hands started to burn. She could keep the spell going, but she couldn't help the little hiss that slipped out of her mouth as she tried to ignore the pain.

Then claws grabbed her by her wrists and pulled her hands back.

The spell died the moment her hands stopped moving and they both collapsed, her against Ben and the pillar against the floor in a splash that soaked them both. He leaned her against the wall and she sagged against it, but he didn't let her go. "Are you - ?!" he asked, the question hissing out as he leaned in close - close enough that she could see the green of her eyes reflected in his face plate.

"I'm fine," Gwen said before he could finish the question. There were only two ways he could and she answered the one she wanted to face. She so didn't want to admit that she probably was if he was asking the other one. Her head drooped as she gulped in air that tasted like rubber before she dared to open her eyes and check her hands.

She was sure that her palms were going to be burned because the magic she'd been shaping _hurt _at the end, but they weren't. They ached, but…

If she'd been stronger… "Did it work?"

XLR8 looked over and shrugged. "Kinda?"

She looked and, "So not fair!"

The hallway did open up into another room - one of the big sorting rooms by the look of things. She saw scorched piles of crates and conveyor belts and what looked like what was left of a forklift - and after all of that, after one of her best castings ever she'd ever made, all she'd done was force the fire back about thirty feet. Little fires were still scattered on everything that wasn't soaked and she could see the main fire still raging at the other end.

Ben looked at the fire and then at her and he tapped the wheel under his right foot against the floor. "Stay here. I'll be right back."

"What are you going to do?"

"Can't let you show me up!" Ben shouted, the words a rush before he disappeared. She barely turned her head to follow him before he was back, before he raced right by her and one of the burning piles of shipping crates at the edge of the fire disappeared in a tidal wave of foam. Then he was gone again and the only sign he'd been there at all was the empty fire extinguisher that hung there in mid-air before it remembered that gravity was a thing.

And then the same thing happened again and again.

She watched him until the endless blurs made her dizzy; watched even though she just wanted to slide down the wall, to curl up and bury her face in her knees and let the world calm down. Even though she knew she should try again, try to call up another pillar of water or find a different spell, that she should help somehow…

Instead she just shut her eyes and leaned her head back against the concrete wall.

And jumped because she heard something tap.

It could have been anything, she told herself that even as she pressed her ear against the wall and heard it again. It sounded like something hitting metal and it kept going as she followed it to the sorting room. She wished it would get louder, but it didn't. If anything, it got softer as she followed it.

Softer until it just stopped.

She ignored the fire; the mess and Ben and everything else as her eyes followed the wall she'd been leaning again. It was stained black and she never would have noticed the indent in it if she hadn't been looking. Not with what looked like a pallet collapsed against it. She didn't know if the fire had broken the straps holding it together or if someone had hit it with something in the panic, but it didn't matter. The only thing that matter was what was behind it.

"_Declam Baccura_," she said, and she somehow made the magic do what she wanted. Mostly. She wanted to toss the ruined boxes and the stuff in them out of the way like she had boulders with this spell, but they were too heavy. Fourarms might have been able to, but she never would. As it was, she had to grit her teeth and whisper the words again and again, the whole time trying not to listen to the sound of the fire that wasn't more than thirty feet away.

It was so close that the inferno roared like a living thing, but instead of pouncing the noise got just a little fainter as wind tore at her skirt like she was in the middle of a tornado and a thousand hissing snakes took its place. She wanted to look, but she didn't _dare. _Not when the glowing pile of _junk _finally started to move.

It didn't move far, and her blouse was soaked with sweat before she finally let the spell flicker and die away, but it was enough. She'd been right, there was a door behind the collapsed pallet. She charged for it and was already pushing it open when she saw the symbol that was half-hidden in soot.

The men's room sign.

"Of _course_ it is," the queen of sorcery said to herself with a shudder. "Just get in and get out and don't touch a thing. You can do this, Gwen," she said as she forced the door open. She had to, there were a ton of wet paper towels jammed into the gap under the door and the thing barely moved. They should have helped, but there was so much smoke in the room anyway that she could barely see a _thing_ even with both of her hands glowing. She called up a wind that was barely a breeze, but it was enough to make the smoke stir so she could see the blue light reflect in what she really, really hoped was clean water on the floor.

Even with that, she still ended up tripping over the man who was sprawled out on the floor. He was _huge _and on his belly with his legs sticking out into the middle of the room and his head and shoulders under the sink. "Hey! Are you okay?! Can you - ?" She shouted as she dropped onto her knees next to him. More water soaked the knees of her tights and she didn't care. There was a crowbar by his hand and a pile of ruined pipes by his head and she should have been relieved.

But he wasn't _moving. _He had his shirt soaked through and over his head and he wasn't _moving_.

"Please," Gwen whispered as she somehow forced him over onto his back and grabbed for his shirt so she could see his face. He didn't move at all as she did all that, and he was so pale…

"Please, please, please."

Gwen would have given anything for Grandpa's first aid kit. Instead all she had was her hands, which shook so hard as she reached for the spot on his neck that her science teacher showed them last year in biology. "Please."

And she almost cried when she felt the thump against her fingers. "Ben!" she shouted over her shoulder as she strained to lift the man up. She kept shouting it over and over again until he was there.

"I can't find any more extinguishers," Ben said and she could hear him panting even through his mask, but he didn't say anything else when he saw the man. He didn't even _stay. _She wasn't surprised when XLR8 blurred over or the man's shoulders jerk up as something grabbed at them faster than she could see, but her eyes went wide behind her mask as he slumped back to the tile floor and the dinosaur disappeared.

XLR8 was back before she could even _think _about screaming for him and shoving another rebreather into her hands. It took a second for her to catch on and yank the mask over the man's face. It barely fit, but that didn't matter. Not as much as the green light that burned to life after she twisted the cylinder. Then she finally looked up. "What?"

"He's too heavy," XLR8 muttered as he grabbed the man with both claws and slung an arm over his shoulders. He even somehow got the man to his feet, but he hissed the whole way and his knees shook before he took a step. Gwen stared for just a moment, just long enough to feel her hands shaking too much to do the spell that she wanted to do, before she rushed over and slipped under the man's other arm.

Ben was right. He was _so _right, but it didn't matter. Between the two of them they got the man moving, but they so weren't touching superspeed.

Her eyes _should _have been locked on the hallway, but she couldn't help a single glance to her right as they slipped out of the bathroom and… "Ben," Gwen whispered in amazement at what she saw. Somehow in his endless rush he'd forced the fire back to the other end of the room and there was so much foam over everything that it looked like it snowed.

Foam that came out of more fire extinguishers than she could even _count. _All of them tossed away like the trash they were now, but… When he said he couldn't find any more, she just thought he meant with the firefighters, not that he'd emptied out the whole _city_. She didn't even try to hide her pride as she said, "Show off."

She waited for Mr. Hero to start bragging, but he just ducked his head and shook it. Another glance showed her why, the fire was still raging in the next room and new ones were starting in this one as the embers drifted in, even with everything they'd both done. They'd bought time, but that was all and it wasn't enough.

Not for Ben.

But it was enough for the man they saved. Between the two of them they got the man back to the hallway. Between the two of them, they almost dropped him when they saw three men in masks rushing towards them with axes in their hands before they realized that they were firemen.

Firemen who stopped and stared, the one on the right almost dropped his ax while the two held theirs tight. All three of them stared at her and Ben and the room around them, their heads jerking this way and that and their eyes wide under their masks.

"Do I have something on my face?" Ben finally hissed out from between XLR8's fangs.

"We saw…" And the man on the left said and then he hit himself on the side of his head. "I'm still seeing…"

"Did anyone check the masks lately?" the one on the right asked, his hand going to the knob that turned the rebreathers on. "Because I swear I see a...

"We didn't see anything," the man in the middle said as he hooked his ax back onto the loop at his belt and cut both of his friends off. He pointed at the man between her and Ben and the other two put away their axes before they rushed over and lifted the big man off of their shoulders. "We found him in collapsed in the hallway and there wasn't anything else here. Understand?" The man barked out the question and the other two nodded because the words were certain and final.

"Grown ups," Ben muttered just loud enough for Gwen to hear and she shouldn't have laughed, but she couldn't help it. .

The man in the middle moved just enough out of the way for the other two to go by as they carried the man out, and then he stared some more. Finally he shook his head and Gwen could hear him fighting to keep his voice under control. "I don't know who - or what - you two are… but the floor boss said he was the last guy missing and we're pulling out of the building before it all comes down. This fire's out of control!"

"Okay, we're right behind you!" Gwen said as she looked up at the man, who finally shook his head hard before he nodded and turned and ran. She wanted to follow him so bad, but she knew it wouldn't be that easy, so she got ready for a fight instead.

"We can still - " Ben started to say to her, as stubborn as ever, when the watch decided things for them.

_BEEP-BEEP. _

\- o - o - o - o - o -

Gwen heard his sigh even over the fire behind them as he scooped her up and the world blurred. Every step was a race against the beeps, but Ben somehow managed to find them a quiet place before the world flashed red.

There was a white painted fence around them and a house with dark windows behind them, not that Gwen cared right then. There could have been a party going on back here and she still would have collapsed in the grass. It didn't even matter that there was a little patio table and chair _right there _on the porch_, _she was _that _tired. Besides, they were under a tree here and the shade felt _so _good. The only thing that mattered was that the grass was fresh cut when her feet hit it and the air tasted so sweet when she yanked off the rebreather off. She should have felt guilty that they took it and even worse that she just let it drop out of her hand, but she was just glad that it was off.

Ben collapsed into the grass next to her and threw his arms wide so he could soak in the sun. "Now that's hero time!"

The second she heard that tone she remembered she was mad at him. She looked at him, saw that he was just as covered in smoke and soot and sweat as her and that he was still grinning like a doofus, and she hated him so much right now. On the bright side, though, the danger was over and so she had all the time in the world to let him know it. "Still not talking to you!"

And he didn't care at all. He just slipped his hands behind his head closed his eyes, "I don't even know what your problem is."

"I was in the middle of class!"

"You were just sitting in front of a computer in the library eating a sandwich."

"Which is a class!"

"Library is a nap, not a class."

"Maybe for you, but I was helping Ms. Lawrence load some new programs! She's going to be looking for me!"

"That's why you weren't at the cool table?" Ben scoffed and shook his head even though he was the one who wasn't making any _sense. _The cool table? Why would she _ever_ \- "Fine. Just tell her you had to go to the bathroom. It isn't even a lie!"

She just stared because the _doofus _had the _nerve_ to laugh at that like it was _funny_. "For twenty _minutes_?!"

"Hey, when you've got to go, you've got to go."

Gwen shuddered. "You are so _gross._ And that is not a challenge!" She shouted when he made a face like he was thinking really hard because she knew exactly what that meant. "I swear to Grandpa if you burp I'm going to kick you!"

He opened an eye and watched her for a second before he made another face and rolled onto his side. He made a show of resting his head on his hand even as he curled up so she couldn't. "You don't know what you're missing."

"I so do. I had a whole summer where you wouldn't let me miss a single one of your burps." It was so _nasty _and he never once said he was sorry and meant it. No, he just laughed at her just like he was right now. She sighed and waved at him and tried very, very hard not to notice just how much her hands shook as she did. "That's it. Get up. I can fly us the rest of the way to my house so I can change before we go back."

"You sure? After that trick with the water?"

"Or I could just leave you here," Gwen muttered because she wasn't. She so wasn't. All she wanted to do was curl up on the grass and sleep for a week before she ate everything in the cafeteria. Not that she would admit that. "It wasn't the magic. It was that man we saved."

"Guy needs to watch the donuts," Ben agreed with a wince, but somehow he remembered what they were talking about two seconds ago. Probably because it was the last thing that she wanted to talk about and it was _that_ kind of day. "Do you really think you can do it? I got us most of the way back and the watch just needs to take ten." She wanted to argue, to just cast the spell and go but that sounded like so much more work. Instead she collapsed onto the ground next to him and let herself enjoy the heat from the sun. "We'll take ten."

Gwen made her eyes open and rolled her head so she could glare at the grass. It felt just as good as it looked, but, "the smoke wasn't bad enough. Now I get to explain grass stains, too."

Ben sighed and sat up, his fingers already working on the buttons for his windbreaker. "Here. Happy now?"

"Ben, put your jacket back on."

"No."

"Fine," she said with a sigh and as she made herself sit up and scootch the jacket under her. "When did you become a gentleman?"

"When did you get so crabby?"

"I'm always like this when someone pulls me out of the middle of class to fight fires. Don't you remember?"

"We saved someone. We were heroes," Ben said as he dug his fingers into the grass. "And it's only school."

"I know…." Gwen admitted in a murmur after a second as she worried at the hem of her skirt because he wasn't wrong. She should have let it drop, but she was still mad and… "School's important, too, Ben," she said like that those four words were enough. They should have been. School was _the _most important thing going on in their lives. She knew that. It would determine everything about their futures and they just couldn't take off and… They saved a man's life. "That's why the firemen were there. It's their job, not ours."

Before the last summer that wouldn't have even been a question, and the two of them were just supposed to be… Her eyes went from his watch to her hands and then down to her uniform. They were supposed to be…

"Yeah, yeah."

Gwen could feel the headache start between her eyes even as he closed his. "I mean it. Just because you sleep through all of your classes - "

"Hey! It's hard work getting back to sleep every fifty minutes! If they'd just leave us alone to nap, it would be perfect, but _nooooo_. Besides, that's what school is there for. Not my fault you can't relax."

"I would," she said as she hid her mouth behind her knees so he wouldn't see her smile. She didn't know what they were supposed to be, but she knew this, "but some of us have to learn enough to tutor their cousins in math. You never did say how you did."

Ben's eyes darted around as everything in whatever bit of lawn they were sitting in suddenly became the most interesting thing in the world and then he grunted out, "A-."

"Two tests in a row!" Gwen let her knees drop to the right so he could see her grin. "I am good."

"I changed into Grey Matter again."

"Did not."

"Did too. Right there in class. Ms. Drake didn't even care."

"Well, then next time you won't need my help, will you?"

"Um… I didn't say that."

"Thought so. There's something else you never said."

Ben made a face and a whine, "Do I have to?"

"Yup."

"…Thank you."

"That wasn't so hard, was it?"

Ben shuddered. "You have no idea," he said and then the shudder turned into a shiver and he reached for his jacket. "Come on, gimme. Your butt will be fine and it's chilly out here."

Gwen faked a horrified look and tugged the arms of the jacket around her waist. "No! Mine!"

"It's my jacket!"

"Fine," She said and sighed as she scooted off his jacket and picked it up. She knew he was right about the grass, but she'd be taking that jacket back if they were still out here when she cooled off. She had her sweater on, but it was too thin to hold any warmth which she usually so didn't mind until the wind kicked up. But right now…

Ben was so lucky that he didn't have to do any of this stuff in his body.

Gwen made a show of holding his jacket out for him, and then yanked it back just as his fingers brushed against it, "if you tell me why you weren't in class." The fire was big, but it wasn't anywhere near big enough or close enough to his school that they did an announcement. Hers was closer and it hadn't. There was only one way he would know about it...

"Never mind," Ben sulked and glared at the watch, which still glowed red at him. "It's fine out here. We must have had a heat wave."

"Ben…"

He met her eye and shrugged. "What, you've never cut class before?" And then his face split into a grin as he realized what he just asked. "Of course you haven't!"

"Have too," Gwen said even though she so, so hadn't.

"Please. You're perfect! You would never-!"

""I am not." Gwen felt like she'd just bitten into a lemon when he called her _THAT_ word. "And I so have!"

And he flopped back into the grass with a smirk every bit as bright as the sun. "I made you cut for the first time!"

She sighed and hid her face again. "You're not going to let this go, are you?"

"Let this go? I should get a medal! I made _Little-Miss-Perf-_"

"_DON'T CALL ME THAT_!" Gwen howled and the jacket was flying before she even realized it, and her hands went to her mouth as it hit him right in the nose. God, what was _wrong _with her? They _always _called each other names, it's what they did. She didn't even _care_. Not even when she was mad at him, not when she had so many better reasons to be mad at him than _that_.

Why did he have to pick _that _one_?_

"Okay!" Her cousin said, his hands up and his eyes wide as the jacket fell off his head and onto his lap. "Okay, dweeb. You don't have to… I'm..." Those words died out with a sigh before they started rushing out of him. "It was just… I had to… Don't you ever…?" he shook his head and finally deflated. "I just had to get out. It was just…"

"You don't think I would get that?" Gwen asked into her hands and she wanted to laugh at the boy and tell him _why _she'd been in the library when he found her, why she'd volunteered to help with the computer, but she didn't. She just shook her head at him. "There are _plenty _of days that I'd rather be…"

"Please," he snorted. "It's school. You _live _for that stuff. You're… smart," and he sounded so bitter as he said that, "and you don't have to deal with..." his arm went around his stomach even as his words trailed off.

Gwen felt her face twist even though that was a part of their game, too. He'd call her a nerd or a dweeb and she'd call him a doofus and they'd…

It was just supposed to be a game. She sighed as deep a sigh as she'd ever made as she looked at him. The showboat and the hero and.. and maybe they didn't _always_ have to insult each other. Maybe. "I'm going to tell you something I've never said before and I'll deny ever saying if you tell _anyone _else, but…" she took a deep breath and the words ran out before she could think about how much she'd regret saying them, "But you're - not stupid. I know you're not. I know you hate it, but you always get the math once I show you how it works. You could get the rest of it, too, if you'd just - " she made herself stop, made herself take a breath because she didn't want to fight. Not right now. "I'm not saying that you aren't a doofus, because you so are. You're a _mega-_doofus, but you're not stupid, Ben."

He just stared at her. Stared and shook his head and when his mouth started to move she was so sure he'd find a way to argue with her about _**THAT, **_too, when a jumbled of words fell out instead. "_GrandpaMaxwantstogoonanotherroadtripnextsummer_!"

Gwen blinked as she watched Ben's train-of-thought jump the tracks, and then she blinked again as what he said sank in. "He does?"

"Yeah. I know because I - It doesn't matter how I know it. I just do. I think it was supposed to be a surprise."

"Which you just ruined," she said because she had to say something, that she should be… Happy? Annoyed? She didn't know.

"Yeah… I was thinking… Did you have fun last summer?"

And she squirmed again as she tried to find the words, as she tried to figure out how she felt spending a summer being a hero with them and at being left behind again when the two of them went to that mysterious Plumber base and she just couldn't. "Did you?"

"Except for a certain pest…"

"Well, it's not like you could have left yourself at home."

"Hey! You would have missed me."

"Pfft. Like I would have missed the screaming, the blood…."

"Those were some good fights."

Gwen nudged his leg with the toe of her shoe and actually smiled. "I'm not talking about the aliens."

"Neither am I." Ben grinned back, and then he ran his hand through his hair again like he always did when he was nervous. "Did you have fun?"

"I don't know… I guess…" Gwen said as she hid her mouth behind her hands and thought. She should have been in class right now. Not thinking about this. Another summer… If she said yes, would he… She looked up at the sky on the other side of the branches because she couldn't stand to look at him if he laughed at her as she admitted, "I guess I miss seeing the stars. I never realized - I never really thought those astronomy shows were real. I mean, I know that everything they showed was, but we can't see anything here even with a telescope and I never knew that stars could really look like that. Do you remember when we stopped in the Mojave Desert? It was like the sky was full of Christmas lights."

But he didn't laugh. He just looked up, too, and nodded. "I miss waking up in a new place every day." He paused for about a heartbeat and grinned. "And Grandpa's cooking."

"No way."

"It makes school food taste better."

She laughed with him. Laughed hard enough that she had to wipe her eyes. "I miss how Grandpa would leave money out for us so we could get snacks."

"He did?"

"Don't you remember how many times we snuck out for snacks? Who did you think paid for all of that food?"

"The snack fairy." Ben actually looked around like he was expecting one to pop out of the bushes that were around the house with cookies and let out a sigh when none did.

He sighed, but hers was way louder as she pinched her nose. "God, Ben. Don't you ever pay attention?"

"Sure I do. When it's important." There were some days that she just wanted to _strangle _him when he got like this and Ben _knew _it. He _had _to. Why else would he be grinning so wide? But not today. It was too hard to stay mad at him today when he sitting there and staring up at the cloudless blue sky above them. Stared and sighed as his shoulders drooped. "I miss the aliens."

"Which ones? The kind of nice ones or the ones that wanted you dead?"

And he just shrugged. "Both, I guess."

Gwen shook her head at that as he wrapped her arms around her middle. "You need help, Ben."

"Hey, they kept things interesting."

"_Interesting,_" Gwen shook her head at all the world saving hiding in that word before she sighed. "I guess I miss them, too. The nice ones anyway. And the magic."

"You stopped? But, today…"

"I know. I know I promised Grandpa I would stop. Today was just a - " she tried to lie. To tell him that she hadn't touched a spell until she had to because of him. He'd promised that he wouldn't use the watch, too, and if she told a good enough lie he might even remember that. She probably didn't even have to try that hard. It was her, and she didn't lie or break a promise. Not Little-Miss... "A… I… it's different now. I had all the time in the world when it was just the three of us. Now… Now I have to stay up all night just to practice and it so isn't the same. I've been working on this one spell for weeks and I just can't get it."

And she was running out of stones. It should have been easy. It was the first charm in the whole spellbook and if she couldn't get _that_ one right…

"You will," Ben said it like he was as sure about that as he was that the next Sumo Slammer movie would actually be good and she would have hugged him if he wasn't him. "You're doing better than I am. I've had this thing for months and it still won't change me into the aliens I want a quarter of the time."

"Just a quarter? I miss guessing which alien you'd actually be."

"Yeah, yeah. It's all funny until it turns me into Ripjaws in the middle of the desert again."

Gwen shuddered at the memory like she always did, at rushing around the Rust Bucket trying to find something that could hold enough water for Ben to breath in as he gasped on the ground next to her, and at what would have happened if he hadn't taken a chance and rushed to the R.V. on the road next to them when she couldn't. "Don't joke about that."

"Who's joking?" he said. Then his eyes fell down to his shoes and his voice got small. "I miss Grandpa."

"I miss him, too." She stared down at him and finally decided to say what she'd been thinking for a while, "We should do something nice for him."

"We let him hang out with us. What could be nicer than that?"

She rolled her eyes so hard she amazed she didn't pull one and this time she did shove him. "I mean it, Ben. He's… _Grandpa_ and Christmas is coming up. We should do _something_."

"Like a present?" he said as he sat up and shoved her back. Then he frowned with thought. "Mom usually… I mean, I guess I could - "

"He doesn't need another video game, Ben. We should get him something _HE_ wants."

"Like what? Grandpa already _has _everything he wants."

"I don't know," Gwen admitted because that was true. So she rested her chin on her knees. She looked down and absently stared at the hole she'd somehow torn in her tights. The skin of her calf looked even more pale because of the black material around it, and she fingered at the torn fabric because it was easier than thinking what she was thinking. "But we should think of something, especially if… If I… I miss waking up and him just being there." She buried her face in her knees half way through admitting that, and she was sure she'd never be able to look up again. Not without him picking on her for it.

And then Ben said, "I do, too," and he sounded so miserable that she knew he wasn't faking.

Gwen dared to peek up at that and she almost thought he was looking at her when she did, before his eyes darted away. It didn't matter, the words she _never _wanted to say had already started slipping out, "And I miss…" and she almost bit her tongue stopping them.

Which was why Gwen didn't know how she heard the words echo until she saw Ben's hand go to his mouth, too, but it was too late. She _heard _him say, 'I miss…' and she felt her face heat up as they both turned away. She thought that the silence would stretch out forever when her mouth betrayed her again with a whispered, "What?"

And he didn't answer. Not that anyway. He dug the toes of his sneakers into the grass before he shook his head and looked _right _at her. "So, do you want to take another trip this summer or not?"

"Do you want me to?"

"I wouldn't… If you HAVE to tag along again…"

"Tag along?" she scoffed, "Save your butt is more like it."

"My butt doesn't need saving. I've got mad fu skills." For some reason, the boast wasn't enough this time. He stood up so he could show off those mad skills.

"That is _amazing_, Ben. I'm amazed you don't fall over," she said with her nose up as she watched him ape every bad karate movie punch and kick ever.

"You're just jealous. And that was just me warming up. Watch this!" The boy jumped to his feet and backed up a step as he locked his eyes on the trunk of the tree that they were using for shade.

"Leave the tree - " Gwen started to say, but the words _alone _and _you doofus _died in her throat as he set his feet into a stance that was _almost _right for a - a- "Ben!" She grabbed his wrist just as he started to dart forward and her hand moved so fast she would have impressed herself if her heart wasn't pounding so hard.

"What?! You do jump kicks all the _time!_" Ben shouted back as he tried to shake her hand off, but she wouldn't let go. Not for _anything. _

"Not into _trees_! And I know _how_!" Gwen knew that just as well as she did how easy it was to do those kinds of kicks _wrong _and what could happen if he did. She'd _seen _it happen once after class and - and legs weren't supposed to _bend _like that. She knew that just like she knew that the doofus wasn't going to _stop _unless she…. "I'm wowed, Ben! ! I'm wowed! I'm so impressed by your Mad Cow skills!"

"Mad fu!"

"I know what I said, and what I just saw," she said as she yanked on his arm until he gave in and sat back down next to her.

"You're so jealous it's sad."

"You're right. I wish I could look like I'd just chugged a gallon of Surge and licked an electric socket." She said and she stuck her tongue out at him. Then she asked the question she'd wanted to every time she caught him watching her practice over the summer even if he always pretended he wasn't. "Why don't you learn it for real?"

"Why? I'm already so good that if I were any more awesome, it would destroy the universe. You should face it, dweeb, the world just isn't ready for that much awesome all in one guy."

"That much ego, you mean. You just don't want to get sweaty."

"No, I just don't want to stand somewhere and have someone _yell_ at me." He sounded so bitter as he glared at his sneakers. "That's what _school_ is for. And seven hours of school a day is enough."

"Sensei doesn't _yell_,"Gwen sniffed, offended on her teacher's behalf even as she let out a breath. No, he frowned and that was _so _much worse, but still... "I thought all superheroes knew martial arts. Isn't that a rule?"

"Yeah, well, we also have to have sidekicks. 'Course, I've got that one covered."

Gwen felt her mouth drop and she crossed her arms so she could give him the scowl that he _deserved. _"You did _not_ just smirk at me."

Not that it mattered. Not that it did _anything _to the grin on Ben's face. "Which one of us was invited to join a real super team?"

Gwen sniffed. "Which one of us had to come and bail out that team?" She _still _didn't know what to think of those three. Not that she was mad anymore for leaving her out as they tried to… but _honestly. _Those three were just _weird; f_rom their rule book to Utimos's chocolate allergy. None of it…

"Hey, we _both_ had to bail out the Galactic Enforcers!" Ben's voice cut right through her thoughts and she could have _crowed. _

"_Exactly_." Man, she loved it when the doofus proved her points for her. "And just think about how much easier it would be if you knew what you were doing!"

His eye twitched at that, but smirk got bigger. "Hey! Better lucky than good."

"Yeah," Gwen agreed with a nod before she pressed a hand over her heart, "but I'm Lucky Girl, remember?"

"Like you would ever let me forget it," Ben said as he threw his arms wide. Wide enough that they both saw the familiar green glow from the watch. "Thank God."

"Will you at least think about it?"

"Think, thought, thunk."

"And?"

Ben gave her a side-eyed stare and sighed. "Are you going to be like this all _summer_?"

Gwen blinked in surprise and felt herself grin. "Probably.'

"I knew I shouldn't have said anything," the doofus muttered, and he tried to sound so annoyed, but she saw his lips twitch up as he pulled on his jacket. Then he hit the button on the side of the watch and made a show over twisting the dial. "Let's see. Who to be, who to be? I know…"

Gwen's hands went right for her nose the second the green light faded away, but it didn't help. Her eyes were already watering as she cried out, "Come on, Ben! Not Stinkfly!"

"I didn't mean to!"


	6. Family Matters

Chapter Six: Family Matters

_Outside of Ben's House_

_Bellwood, California_

_December 25th, 1998_

_12:25 pm _

It was just a door.

A door that would have been plain and white on any day but today, when it was surrounded by Christmas lights on a porch that glowed with them even though the sun was high overhead. There were even more lights burning in the tree by the driveway and dozens of decorations in the yard around it. The only thing missing was the snow. Gwen felt sick anyway as her eyes went back to it even though she _knew _feeling like that was _stupid. _It was just a _door. _

In the past few months she'd dealt with everything that every horror movie she'd ever seen could dish out. Even demons - if she counted Ghostfreak, which she so did - and the giant sentient fungi that could have been something Lovecraft dreamed up. She shouldn't be afraid of a _front door. _

And her parents _definitely _shouldn't be freaking out about it either.

"It's still not too late," her mother said from the passenger seat after she'd checked her make-up for the third time and winced when she put her compact away because the front door was still _right there. _"I heard the car making a terrible rattle while we were driving over. We can just say we couldn't make it and have Max come by on Saturday like he always does. It's only two days away. It still counts as Christmas."

"I heard a rattle, too," her father said and he sounded so thoughtful as he said it that Gwen could almost ignore the fact that his knuckles were white around the steering wheel. "And Carl and I are going to watch the game at the Pub on Sunday. We can just trade presents there and we'll have that much more to unwrap when I get home. Doesn't that sound better, Pumpkin?"

Her mom nodded and turned in the seat with a grin. "Why shove Christmas all into one day when we can enjoy it over the next four?"

Gwen looked at them both and, just for a second, she was tempted. Then she remembered who she was doing this for and she squeezed the present she was holding so tight that the paper almost tore. "You two promised!" she said and she wasn't afraid to let the whine in her voice now. Just like she wasn't too proud to give them both the Bambi eyes if she had to so she could give Grandpa his present. Her mom usually didn't even notice, but her dad always crumbled when he saw them.

Except for today. She got them both today. Gwen hid her grin as her parents shared a look and a sigh before they opened their doors. Not all of her evil magic came from a _book. _

But she didn't know how long this would last either, so she shoved her door open and sprang out. She wanted to get to the door before anyone could change their minds, but her luck was no match for her mom's speed and she barely made it a step before the woman caught her by the arm. "Mom!" Gwen sighed, but this time her Bambi eyes were powerless and her daddy pretended not to notice as he went back to the trunk as he brushed off his suit coat.

"If we're going to do this, then we're going to do this looking our best," Mom said, her eyes calculating and her hands quick as she brushed back the one of the stray hair that slipped free from Gwen's hair clip before she reached down and smoothed all the wrinkles in Gwen's dress that she could _always _find. "Honestly, Gwendolyn, we were only in the car for a few minutes. How on Earth did you get so _messy_?"

Gwen winced at the words, but she just stood there and let her mother primp her without saying a word. She could make the world dance with a word and a look, but she already knew she couldn't win this fight. She never had, not even once. She just wished that the wrinkle in her mother's brow would disappear, but it didn't.

Not even after her mom got done brushing and straightening everything on Gwen that she could. If anything the line got deeper as she started picking at her own dress, and that didn't stop until her Gwen's daddy came back with an armful of presents. "Frank, be honest. How do we look?"

"Hmm…" her daddy said as he looked them both over, his eyes owl-like under his glasses, before he grinned. "Like Christmas angels." The words were bad enough, but then her dad just had to grin and...

"Dad!" Gwen said as she flushed and her eyes dropped to her green dress.

"Frank!" Her mom gasped out at the same time, shocked and pleased all at the same time.

And her daddy didn't sound sorry at all that he made them both blush, the _jerk. _"I mean it, Lili. Those dresses look even prettier than you said."

"Flatterer," Her mom said and Gwen closed her eyes because _so _she did _not _need to see her parent _kissing _today. There were some things just too horrifying, even for a ninja sorceress. She only opened them again when she heard her mom sigh and saw her mom's eyes locked on the door. "I suppose we should go knock."

"I don't know," her daddy said as he let her mom take some of the presents, but only some. "We can just leave everything right there by the door. It can be a surprise!"

"I just saw the curtain move," Gwen told her dad even though she hadn't. "It won't be that much of a surprise."

"But if we left, it would be one heck of a present," her mother sighed as she started to the door with half of the gifts in her arms and a face full of doubts. The doubt never left her eyes, but her frown was gone before her high heels hit the porch and a smile had taken its place by the time she pressed the doorbell, and when the evil, evil door finally anyone would have thought that the woman was happy that she was here just from the way she said, "Sandra!"

Anyone who didn't know her, anyway.

"We were wondering when you would get here!" Gwen heard her aunt say. Gwen couldn't see her, not past her parents, but she knew just by the tone that her aunt was wearing a smile every bit as fake as the one her mom's. "We thought you'd be here sooner!"

"Be careful, Honey. Frank does bill by the minute," Uncle Carl's added in and his joke sounded more natural than anything that the women could manage.

"More for family," her daddy shot back and they all pretended to laugh as they shuffled in.

Gwen followed after them as she squeezed the present between her hands and tried to think positive like Grandpa always told her to. Tried. Then she got lost for a second as she stepped through the door and looked around. Ben's house didn't look anything like she remembered and it didn't seem like anything had changed all at the same time. She couldn't remember what the carpet and walls had been like when she'd _had _to come for the dweeb's birthday party - she didn't remember anything but the stupid smirk he gave her just to remind her that he was ignoring her - but she was _sure _that they weren't the sandy white and soft blue that they were now that made the hall feel more like a beach than a home.

But besides that…

She couldn't see much, but the hall was still lined with photographs hanging everywhere without the slightest care if they were in order or lined up right. Honestly, there was a picture of the doofus sitting on Santa's lap when he was _three _hanging right next to one of him in his baseball uniform from just last year! Who _did _that?!

Just looking at it made her fingers _itch _and she bit at her lip so she didn't push her way past everyone and start _fixing _things.

Then she forgot all about how much of a _mess _everything was as her mom let out a sudden titter of a laugh and said, "I'm just glad that we finally made time to get together," while everyone else grinned like _any _of this was their idea.

Not that it mattered. This was for _Grandpa. _She could -

She could just stand there as her aunt called out, "Gwen! There you are!" and all the smiles turned real as the woman slipped between Gwen's parents like she was the alien. And maybe she was, because she moved faster than any of them when it came to hugs.

Hugs that Gwen never fought at all.

This time the smiles didn't end when the hug did. If anything her aunt looked even happier as she stood back up and brushed a hand over the Christmas flowers embroidered into the top of Gwen's dress. "Oh, honey… That green is just perfect on you! And the pattern!"

"Thank you, Aunt Sandra," Gwen said with a smile that would have become a full on laugh if she hadn't covered her mouth with her hand when she saw…

Now that her parents were out of the way she could finally see the sweaters that her aunt and uncle were wearing and they were _things _that only they could find. Gwen didn't know _how _they could keep smiling when her aunt's red one had Santa holding a sack over his shoulder while he raided the refrigerator splashed across the front while her uncle had the man chasing after nine cartoon reindeer that were dashing across his green one, but they did and she loved them for it. "Where did you get those!?"

"Santa," Uncle Carl said, his eyes sparkling as he ruffled her hair and laughed as her hands darted up to fix it. "And I think he left a box here for you, too, Honey Badger."

Gwen grinned up even as her mom gave her uncle a smile that didn't reach her eyes, "Carl, you shouldn't have."

Her father snorted. "Let her have it. Besides, we can make her wear it in public when she's bad."

"Dad!" Gwen gasped and glared. "Don't you dare!"

"You know better than to say that, Honey Badger," her uncle said as he smirked at them both. "Never dare a Tennyson!"

"Uncle Carl!"

"You tell them, Sweetie!" Aunt Sandra said with a giggle, which always threw Gwen. She never heard any other adult giggle like her aunt did. Then her aunt shook it off and tried to look serious, which only made her look sillier. Silly enough that Gwen had to lean in when she did, just so she could catch the joke. "And it's just Carl and Sandra, Honey. You can skip all that aunt and uncle nonsense."

Gwen came so close to giggling at the words. So close, but she caught the laugh in her hand just in time. "Good one, Aunt - "

"You heard Sandra, Gwen. No more of that," her uncle broke in. He was still grinning, but...

But his eyes were serious and Gwen felt her stomach drop. "What?" she said as she looked at them both and waited for the gotcha that never came.

Her mom didn't wait. She just sighed and reached up to pinch her nose. "Not _another _book, Sandra."

"Gwen's a smart girl, Natalie," her uncle… Carl - Just Carl? It seemed so weird when she said it in her head, but she had weirder thoughts - said as the smile faded from his face. "And almost eleven. She knows who we are to her. She doesn't have to say it every time she says our names."

"She's smart enough to know that tradition matters, too, Carl," her father said. He didn't look mad, not like her mom. No, he had the same tired and slightly sick look on his face now that he'd got when she was little and she'd gotten him to ride a carousel with her for an hour.

"Tradition isn't - " her aunt started and the laugh left her voice as a fire filled her eyes.

A fire that almost matched the one Gwen saw in her mothers. "Tradition is the _only - " _

Gwen felt her heart thump as the two women started to glare and blurted out the only thing she could think of and the only name that mattered today, "Where's Grandpa?!" and all the adults blinked at her voice and looked down at her like they'd forgotten she was even _there. _

It should have made her _furious, _but she'd take confused over angry.

"He just called. He was late getting back from au - " Carl finally said and he winced as he caught himself, "Vera's last night and he just woke up. He should be here in about a half hour."

A half hour?

Gwen watched the four adults exchange looks at that even as her stomach fell and her eyes went to the living room. She could just see the lights from the tree glowing against the ceiling and she held her breath as -

As Ben _finally _finally decided to show up. He came galloping into the hall and his words were a blur, "Hey, Dad! That new T.V.'s got picture in picture so we can watch two games at once! You gotta make Uncle Frank help you set it up when they…"

Gwen was sure that he'd freeze when he saw them all staring at him. They might be family, but they were company, too, and you just didn't see company when you were wearing pajamas like Ben was. No, you looked your _best. _That's what her mom always said. Anything else wouldn't be _proper. _

Not that Ben and his parents cared about any of that.

Still, it could have been worse. Proper protected her from the hideous sweater Ben had pulled on over his pajamas. Only his parents could have found one with the Grinch stealing a Christmas tree that had working Christmas lights sewn in, and only _he _would wear it.

No one else would _dare. _They all knew what _shame _was.

Not that he cared about _that _any more than he did being a gentleman. "Finally!" he shouted and he didn't even bother to say Merry Christmas to _anyone_ before he started shoving his way to her with a grin as bright as a sweater. "Where have you been, you dweeb!? I've been waiting all morning! Come on!"

"Ben!" she shouted at him as he grabbed her hand, but he didn't care about that either. She didn't even get a chance to call him a name before he spun around and started running again and she just _had _to follow after him. They were halfway up the stairs before he even gave her a second to shout, "Help me!" at their parents, who were all grinning at them and shaking their heads.

"A new TV?" she heard her father ask and his voice perked up as she grinned.

"Sixty-six inches," her uncle - Carl - bragged and he sounded every bit as mature as Ben right then. "There's a game on in twenty minutes if a office-drone like you still has a little lifting left in you."

"The mayor must have you working on the sewer systems again, Carl, considering what you're shoveling," her Dad laughed at the challenge and Gwen felt her whole body unclench for the first time in weeks. She knew her daddy. It had been years since they got a new TV, but Gwen still remembered the day that he spent setting it up while she and her mom split the cookies and hid laughs as they 'helped.'

She should have felt bad that they made him move the thing so often, or that their suggestions for the settings screwed up the colors so bad that even Ben's sweater looked tame by the time they were done, but just when she was about to, she saw him grinning and it was _amazing_. If Ben's dad was _anything _like hers, and if his mom would just play along...

"I was thinking setting it up over there by the far wall, Frank, but we'd have to move the tree first…"

"That would work, but it would look perfect over there by the - " her father's voice called out behind Gwen and she just smirked. They were safe until Grandpa got here. Easy. Which meant she could focus on getting her hand back. "Where are we going, Doofus?" She asked as she yanked at his, not that he let go.

Not that she tried all that hard.

"My room! I got Sumo Slammer II and I've been waiting all morning for you to get here so I can cream you!" Ben shouted over his shoulder as they hit the hallway at the top of the stairs and darted for the second door on the right.

"You wish!" Gwen laughed as he slammed through the door and they exploded into his bedroom. He finally let her go just before he took a running jump onto his bed that bounced him clear to the other side where he scrambled for the pair of controllers were already waiting.

For just a second she wanted to do the same thing. No, she wanted to do it _better _and scoop up both controllers, but then she remembered that she was wearing a dress and _someone _had to act civilized in this room. So she shoved the idea away and made to dart around his bed when she saw the TV on his dresser and the bright red **VICTORY** banner that filled the screen and stopped dead. "You've been practicing without me? Cheater! Cheater!"

"Threw out the manual, too!" Ben said as he stuck out his tongue and his fingers flew across the controller and hit a button.

"_A new challenger has appeared!" _a deep voice boomed out from the TV as the screen changed to a burning city and Ishiyama landed a flying kick on a snake woman. "_For honor! For Zipangu_! _Fight!" _

"Cheater!" Gwen howled again as she forgot all about being civilized as she threw herself onto his bed and scrambled for her controller. She knelt there with her feet tucked under her and bounced along with every move she made her character make. "Taste foot!"

"Eat fist!" Ben shouted back and the bloodbath began. They went at it for three rounds before he finally collapsed back onto his bed with a shouted "YES!" as if his one win beat her two. When he finally opened his eyes again he cocked his head and frowned up at her. "Why are you so dressed up anyway? I thought you were going to church last night."

"We did," Gwen said as she rolled her eyes because he _just _noticed and said the one word that explained everything. "Mom."

Ben shot a glare at his open door, but he didn't say anything but a muttered, "For Grandpa."

"For Grandpa," Gwen agreed. She should have let it drop there, but she just couldn't resist. "You can still call him that, right? Because calling him Max is just - " She knew it was her Grandpa's name, and she could just about wrap her brain around losing the uncle and aunt, but saying anything but _Grandpa _felt so wrong that it made her gag.

Or it would have if watching Ben wasn't so funny. His eyes grew three sizes before he charged at the door and his shout filled the _house. _"Mom! You _promised_!"

"Sandra, Honey!"

"You're letting him call you by your first - ?!"

"How does it look to _you_, Lili?" Gwen heard her daddy ask. He didn't shout like her mom and her aunt had, but his voice echoed up the stairs all the same. and it sounded thoughtful and frustrated all at the same time. "I think Carl has gone color blind."

"He's your s-!"

"Natalie, tell my brother that he's nuts! The balance is perfect!"

"- and… and… and I don't know, it still looks a bit off. What do you think Sandra?"

"I think that Frank needs to up the contrast a little bit more. Another cookie?"

"_MOM_!" Ben tried one more time before he slammed the door behind him before he sulked back to the bed. "Sorry. It's a whole _thing_. Did your - ?"

"She only got up to a four before you came charging out." Gwen shrugged as she set the controller down and stretched out across his bed with a contented hum. She wouldn't have dared if the bed was actually made or if he'd gotten dressed before they got here, but if he got to be comfy so did she. Besides, she was feeling good, so she set her chin on her hands and absently kicked at his pillows. "She was gearing up for an eight, but you kept her from getting up a whole head of steam. Good timing, Doofus."

"I love it when a plan comes together," Ben said with a smirk as he came running back and jumped on the bed again. He landed right next to her and she let out a little shrieked, "Ben!" as he landed hard enough that she _bounced _and he just _laughed. _

Or he started to, anyway, before it got strangled off as he grabbed at something on the bed next to her. She almost asked what his problem was when she realized he bounced everything on the bed.

Everything, including the present she'd tossed on it when they'd started playing. The one that she spent the whole ride over wondering if she should give him or just toss under the tree and hope he didn't bother to read the tag.

"You really did get me a present?" he asked as he eyed the brightly wrapped thing in his hands and made a face.

"Duh," Gwen said even as her stomach ached because she knew that he already figured out it was a book just by the shape. "I've only been telling you I was for a month now, Doofus."

"Yeah, but the way you were talking..."Ben said as he picked it up and she didn't know what was worse, the flash of disappointment that went through his eyes or the way his mouth stretch into the same rictus grin he made when Grandpa asked how he liked his dinner. "Thanks."

And she wished she never said a word as he picked at the wrapping paper. She shouldn't have taunted him with hints and smug grins. She shouldn't have wondered if he'd get anything for her. She shouldn't have said a word to her mother about…

"Yay, a book," Ben said before he even tore the first bit of paper away. "Thanks."

The thing that hurt the worst was that he wasn't being mean. She knew what he was like when he was and this wasn't it. She could tell he was just because he was still picking at the wrapping instead of just tossing the whole thing away. So she had to try, too. She leaned in and hoped that Ben would trust her just once. "Give it a chance, Ben. I know you don't like to read, but I think you'll like this one! It's all about science and how sports use them and…"

"Okay, that settles it," Ben snorted as he finally looked up and gave her a side eyed stare. "You've spent way too much time _reading. _Even _your_ nerd brain is fried if you think that this is about sports. Grandpa and I are going to have to take you to a few games so you know what they are."

"I know what sports are!" Gwen shouted at him and she grabbed at the book. He didn't try to stop her at all and she was about to show him how wrong he was if she had to hit him with the book first. "And I know that they only work because of science! And if you'd just look at - !" She demanded as she ripped off the last bit of paper and finally saw the cover.

After that her words died and there was just horror.

"Don't judge…" Gwen tried anyway. "**A Brief History of Time** is really… It's…" She loved it when she read it a few months ago. She really did, but she didn't understand most of it and half of the fun was finding out what the heck the book was talking about.

Half the fun for _her. _

"This isn't… I showed mom that was all about sports and science when we went present shopping and I…" And her mom even _flipped _through it. Gwen was sure… "Then she asked me what my favorite book was lately," she admitted as she squeezed her hands together. It wasn't like she could tell the truth about her real favorite book and this was the first one she thought of. "I thought she was just going to get me more like it, I never - "

Her mom bought _that _book? For the _doofus? _What was _wrong _with the woman?

"So you didn't…?"

"Please. I know you better than _that_," Gwen said as she dropped the book back on the bed and she tried to make herself smile.

"Good," Ben said as he took the book back and tossed it off into the corner, where it would never be seen again. The thing his mouth twisted itself into evened out into a grin. "I thought Santa was branching out from coal."

"If he did, he really was watching you over the summer, you doofus," she said as she punched his arm and let out a nervous laugh. "Do you really think I would have gotten you _that _book?"

"Duh. You're you." He shrugged and rubbed his arm. He looked ready to punch her right back, but he let out a snort instead as he reached for the controllers instead. "But blaming your mom? I don't even know why you're pretending, you Dweeb. It's a pretty sick burn and you deserve your bows. I knew there was hope for you, but the joke's over now. So double or nothing?"

"Yeah," she took the controller and the game just started when she hit the pause button. "Burn?"

Ben hit the pause button with a groan. "Fine. You got me. All that talk about how you were getting me something amazing and how you'd done magic so I couldn't snoop… It was a great trick and I fell for it. Vince McMahon ain't got nothing on you. Can we play now?"

"Yeah… It was a great…" Gwen swallowed hard as she picked up her controller before she set it down again. "It wasn't a trick. I really did try to get something for you."

"Yeah, yeah. The second I figure out this combo I'll have something for you, too!"

Gwen watched his fighter jump across the screen and land a tornado kick before she slammed her thumb down on the pause button and squeezed the plastic brick in her hands. "I really did have something. I thought I could get it together before Christmas, but I ran out of time." She'd done so many extra chores for her parents and Grandpa and it just wasn't enough. If she could have just opened her card from her morfar and mormor a couple of days early…

Ben shot a look over at her and she knew he didn't believe a word of it. "You did? Then what's with the book?"

"I had to bring _something_, so I asked mom if she had an extra present I could give you and she gave me that. I thought she'd _listened_," she bit off that last word and she didn't know why, and she didn't stop to think about it either. "It was already wrapped and everything, I just put on a new tag. I thought... I don't know. I was going to give you your real present at your birthday party instead." It was cutting it so close, but it would still work. And it was only two and half more weeks. She couldn't believe he was even acting like this over a lousy two and a half _weeks_. She should yell at him just for being so -

"Okay."

She stared at him. "Okay?"

"Yeah. You should have just said so. Giving me a book," Ben shuddered at that. "I've never read a book and you _know_ it."

"You have, too," Gwen said, the words automatic. Then she sucked in the first real breath she'd had since she figured out that she was out of time. "Really?" She wanted to believe him. Heck, she wanted to cheer. She hated that they shared a birthday sometimes, but everyone shared Christmas.

Their birthday was just for them.

"Yeah, but it better be good," Ben said as a truly evil grin made itself at home on his face, "because _you're_ not getting your present until your birthday party, either now!"

Gwen knew that she'd never hear the end of it if her mom heard the snort that she made at that. "Please, Ben. Giving me the old comics you don't want anymore does not make a present." She saw the look he gave her and that's what made her add on. "It's okay. though. I don't mind. Some of the comics were…" She wanted to say good, but…

"Okay, one; they were vintage, not hand-me-downs," Ben said as he gave her a dirty look. "And two…" He got up and walked to his closet and yanked the door open so he could reach in as stuff just came spilling out. Stuff he just kicked right back in as he pulled out a brick-sized box that was messily wrapped in Sumo Slammer paper. He slammed the closet closed again after that and darted back over as he held the present out to her and kept it just out of her reach. He held it just still enough for her to see her name on the tag before he stuck his tongue out at her and shook the box. "So there."

"You got me a Christmas present?!" Gwen asked, she couldn't help the shock in her voice any more than she could keep her hands from reaching for the box.

She didn't know how, but his grin turned wicked as he corrected, "Birthday present," and backed away.

"Can I…" she asked as she started to get up.

He waited until she had a foot on the floor before he shoved her back on her butt with his free hand. "Nope."

"Just one shake?" she asked with her best pout. "I have to wait a whole _extra day, _Ben! Please?"

Ben tapped at his chin and went pure super villain when he turned around and put her present back into the closet. "Nope. And I'm moving it the second you leave, so don't be going all witchy."

"You are so mean," Gwen grumbled as she crossed her arms and glared. And then she had an evil thought of her own. Somehow she managed not to smirk as she gave him a wide-eyed look. "Fine, but if that's my birthday present, what did you get me for Christmas?"

"What?" And his grin died faster than an ice cube on a summer road. "That! I got you that!" He sputtered and waved at the closet door.

"That's my _birthday_ present! I can't believe you, Ben! You didn't get me anything for _Christmas!" _she wailed before she buried her face in her hands and watched him go pale from between her fingers.

He looked like Ripjaws gasping for air as he stared at her, but he only sounded a little desperate as he shoved a finger at her. "You just said you wanted to wait until our birthday!"

"It's Christmas!" she howled again as her shoulders started shaking.

"I - I got you something!" Ben stuttered as he went to the door and his hand went to the watch in what he probably imagined was a subtle move. "But I wasn't dumb enough to hide it in here! Just give me a second…"

His hand was on the door when her giggles finally slipped through her fingers.

He stopped dead in his tracks and he didn't even try to muffle his, "I hate you."

Her hands went back to her face because she was laughing so hard she had to wipe her eyes. "God, your face! I wish I had a camera. It was priceless!"

"Hate you so much."

And he was still glaring when she finally opened her eyes again. "All right, I'm sorry. I shouldn't have done that. Not when…" Not when he'd been so... so not him about his present. She stretched back out on her stomach before she grabbed up the controllers again and held one out. "Game?"

"Still hate you," he muttered as he looked at his watch. "And you know I'm going to make you pay."

"I know, but was still worth it, Doofus," she said as she grinned up at him and kicked her feet against his bed. He really did get her a present and she had all day to make him hand it over! But until then… "So, more Sumo? Unless you've got something else we can do in here while we're waiting for - " she asked as she let her eyes wander around his bedroom. And then they went wide as she realized, "This is the first time I've been in your room in - in - !"

In forever!

She'd been five the last time and there had to be all sorts of embarrassing stuff around. Not from the heroing. Ben probably still had all the stuff in the box he'd kept it in over the summer, and knowing him, he's shoved it under the bed. Her eyes darted around, already looking for sweet, sweet blackmail material. There were still cartoon posters hanging on his walls, even if sports and horror movie ones were making a dent, and comics and piles of clothes and toys and…

And it really hadn't changed all that much. "Boys."

The only thing that had really changed was that he'd actually cleaned off the top of his desk. She remembered that being ground zero for his mess last time, back before his closet became a petri dish. Seeing his desk clean was amazing, but she wanted juicier stuff than that, so she kept looking.

That was when she saw the guitar leaning against his nightstand and she couldn't believe that he actually had one. Sure, she'd heard him rock out in Chicago, but there wasn't any way he'd been playing for _real. _Not her doofus of a cousin. She _knew _him, he'd never…

But as much fun as it would be to make him admit how he faked Fourarms playing two guitars at once, she wanted _blackmail _and even if he admitted how he'd just be bragging. So she kept looking.

If she hadn't, if she'd paid attention to the doofus instead of his stuff, she would have seen the danger coming a long time before he grabbed her by her hip and her shoulder and started pushing. "What are you-!" she shouted as she grabbed at the sheets, but he didn't stop.

He just looked down at her, his eyes wide with fake horror and his shirt pulled up over his mouth, as he kept shoving her, "Dweeb alert! Dweeb alert! The bed is contaminated with cooties!"

"I am not contaminated!" Gwen shouted as she tried to scramble back up and push back, but Ben didn't give her a chance.

"That's what you said back then, too!"

"For the last time, that wasn't coo - _**BEN!" **_Gwen squealed as the bed disappeared under her. She fell right into a pile of clothes and she didn't have any idea if that was better or worse than hitting the floor, just like she didn't know if the clothes were clean or dirty. Heck, she didn't think Ben knew either and was so not going to lie there long enough to find out. She scrambled out of them and had to kick away a Sumo t-shirt that had gotten tangled around her foot in her mad dash out. "Gross, Ben! Next time I'm over, you have to clean up first!" she shouted so loud her voice cracked and that only made him laugh harder.

Or he was until she grabbed something off the top of the pile and flung it at him. She didn't know it was a pair of his socks until they hit him in the face and she let out a triumphant giggle even as he gagged and flailed to get the thing off. "Gross! If you want to play dirty…" The doofus spun around at that and disappeared behind the other side of the bed as she scrambled back to the pile so she could get more ammo and sweet, sweet revenge and that was when she saw something under his bed that made her forget all about it.

It was even more of a mess under there than she _imagined, _with shoe boxes and clothes and comics all just jammed under there until it looked like he was sleeping on a garbage heap _again, _but there were a couple of boxes by his desk that - that she _knew. _One of them looked just like the tool kit she had for her computer class and the other...

She reached and brushed her fingers against it to make sure it was real, but that didn't take _any _of the confusion out of her voice when she asked, "Ben, why do you have a soldering iron under your - ?"

The rest of the question disappeared as more clothes dropped down in front of her and she shrieked and yanked her hand back as one of his boxers _almost _fell on her fingers. "Ben! Don't you _dare _throw any more of your gross - " she started shouting as her eyes flew up, sure that he was throwing his nastiness across the room at her.

He wasn't. It was so much worse than that.

"I told you I'd make you pay," Ben said in a voice that sounded so evil as he loomed over her from the top of the bed with a pile of clothes in his arms and a wicked grin on his face.

"Don't you dare!" Gwen shrieked as she scrambled away from him.

He just cackled as he jumped off the bed and followed after her. "I got these all from the bottom of the hamper and even _Stinkfly_ would wince from this reek! You _better _hold your breath, Dweeb!"

"BEN!" Gwen squealed as she threw her arms over her head, a second away from calling up a shield even though their parents were right downstairs.

"It's nice to see that some things never change," a new voice called out with a booming laugh just as her fingers started to dance and a second before Ben could bury her. It was a deep voice that she knew even better than she knew her own, just like she knew that she was grinning just as big as Ben was as he tossed the clothes away and she scrambled to her feet. They dashed for the door and shouted "Grandpa!" together as they tackled the man.

"Hey Sport, Pumpkin!" he laughed and picked them both up. It seemed like the hug went on forever before it stopped way too soon and he set them both down, but he didn't let them go. "I don't know what the bigger surprise was, you two, seeing Frank's car in the drive or hearing that you two set all this up!"

The words just tumbled out at that. She heard the doofus let out a fake groan before he moaned, "It took forever!"

"And I had to get mom and dad to redo their whole schedule - " Gwen said over him.

" - and we had to have a coin toss because _she _didn't want to arm wrestle for it, but - !"

"- but the only thing we ever heard you say you wanted was..." Gwen finished and she fought down the blush as she realized how stupid that sounded now that she said it out loud. Getting their families together for Christmas wasn't a present, not a real one. It didn't matter how much they had to work on it, or how many nights Ben snuck over to her room just so they could make plans for everything. They should have thought harder. They should have gotten him something _real._

Ben ducked his head and ran his hand through his hair and she knew he was thinking the exact same thing. "We hope you like it."

"Christmas with both of you at the same time?" Grandpa said, and his voice sounded so odd that Gwen just had to look. If she hadn't, she never would have seen his grin, or the way his eyes glistened before he scooped them back up. "It's the best present anyone has ever gotten me. I couldn't have asked for anything better."

"Grandpa!" It was embarrassing enough that Gwen almost tried to wiggle away before she wrapped just her arms around him and leaned her cheek against his shoulder. "Merry Christmas."

"Merry Christmas, you two," Grandpa said, and this time the hug lasted just long enough. "I mean it, this is a wonderful present, but I'm starting to think mine aren't going to measure up now."

"Of course they will!" Gwen protested.

And Ben nodded, but he _so _didn't help. "We're not gonna know until you show us…"

"Ben!"

"He's got a point, Pumpkin. So sit down you two and - " and Grandpa laughed again as his words sent them scrambling for the bed. He kept laughing as he went back to the door and said when he finally let them go and he turned and picked up the bag that he left by the door. The plastic stretched like it was full of groceries instead of presents and she saw Ben grin at that. For once, she didn't blame him. Grandpa always had the best presents and she couldn't even imagine…

He pulled the chair out from under Ben's desk and sat down. He looked huge on it and almost like Santa Claus again if he'd just had a beard. Not that she's seen many Santa's run a hand through their hair as they stared down at their bag of goodies. "You two were hard to decide on this year."

"You didn't have to get us anything," Gwen said because it was true. Not when he'd already given them one summer and was going to give them another one.

Ben nodded. "Yeah, we already know about next - " He started before he turned white. "Next… week when…" And he gave Gwen a panicked look.

"You doofus!" She hissed back because she couldn't think of anything else.

"Hmmm... I thought I heard someone else pick up the phone when I was talking to your parents a while back," Grandpa said as he gave Ben a look.

"Sorry, Grandpa."

"It's okay, Ben," Grandpa winked and looked over. "But I haven't asked you yet, Pumpkin. There's a lot of places we didn't get a chance to see yet. Are you up to another trip?"

She grinned and kicked at the bed with her heels. "With you, Grandpa? Anytime."

"I'm glad, it wouldn't be the same without you," he grinned as he ducked into the bag, "but since that cat was out of the bag, I figured I should get a couple of new ones."

"You - "

"I know, Honey, but I did anyway. Your parents are almost finished downstairs, but we should still have time for this. I know you both gave me hints over the months, but I wanted to make this special after everything that happened. I hope you like them," Grandpa said as he reached in the bag and pulled out wrapped box that was way bigger than his head. Gwen's mind raced as she tried to figure out what it could be and for just a second she thought it was hers, but it didn't bother her at all when he handed it to Ben instead. "I'm counting on you to take care of this, Ben. I spent two days going through Vera's garage trying to find it and I'm not going to brave _that _again. She saves _everything._"

Knowing that it was something that their great-aunt had been saving was enough to make Ben's smile flicker, but it wasn't enough to kill his curiosity. He still tore through the paper like the alligators they saw at feeding time and yanked open the plain brown box inside with almost as much force. He reached in and his present frenzy only stopped when he pulled out the thing inside.

It was a helmet, a real one made out of metal with a glass visor and everything. It was olive green except for a decoration of an eagle diving talons first that someone had painted on the sides. It looked ancient, with the paint cracking and peeling and the foam inside dried out, but it wasn't time that put a nasty looking dent over the right temple that crumpled most of the eagle there. It looked huge in Ben's hand and even bigger as he put it on. Big enough that his head disappeared inside as it dropped down almost all the way to his shoulders. "What is it? Grandpa? A collectible?" Ben asked, and his voice was muffled by the visor as he tried to look around

"Of a sort," Grandpa said as he leaned over and lifted the helmet off of Ben's head and handed it back while Gwen just stared at the thing. Then she forgot all about helmets and presents as he added,"That helmet saved my life when I was shot down over Vietnam."

"You had this when you were a Plumber?" Ben asked with an awe that she so understood. Grandpa always had stories about the things he'd seen and the stuff he'd done, but he barely said a word about why he was there. He had so many stories, but even after they found out the truth he didn't talk much about those days, and except for the stuff he had hidden in the Rust Bucket they'd never even seen anything that he'd used back then.

Not that it mattered. Not right now. Gwen sucked in a breath as her hands went to her mouth as her eyes shot right back to the dent. "You got shot down?"

"No, no. This was before that, Ben. I was just a fighter pilot then. And as amazing as it might seem, Gwen, I did." Grandpa said. He took the helmet back from Ben and lifted it so he could look into the visor. "It's a heck of a story if you two want to hear it."

She shot Ben a warning glare, with dire promises of what would happen if he messed this up and saw him give her one right back. "I guess we have time," Ben said like he wasn't just as curious as her.

"Thanks, Sport," Grandpa chuckled as he turned the helmet this way and that in his hands. Then he brushed a finger over the eagle on the side. "The war was just ramping up and I'd been stationed there for eight months before I got orders to report to Houston for Astronaut training. This was going to be my last flight and I could have begged off, but it was my turn on the rotation and I owed it to the guys to go out one more time. Besides, we were just supposed to do a quick search-and-destroy mission like we'd done a dozen times already. It was routine…"

"Grandpa! Haven't you ever even seen a movie!" Gwen joked even as her arms went around her stomach.

For once Ben didn't joke. He just stared down at the helmet and he almost sounded awed as he asked. "What happened?"

Grandpa rested the helmet on his knee so he could look at them as he told the story, but his eyes kept drifting back down. "The mission was a piece of cake. Chris took some damage, but our Thuds were tough and we weren't worried. We were maybe twenty miles from the border and the sky was clear until it wasn't. We barely got a warning on the radar before this _thing_ came flying out of the jungle behind us. It got…" his voice broke, for just a second. "I just saw the flashes of light as it shot down the rest of the squadron, but I got lucky. I was flight lead so I was the furthest one away and already dodging by the time it got to me. I'm not even sure if it even tried to take a shot before it overtook me. I never saw anything move that fast. Not until - " he shook his head. When he started again, his eyes were glued on the helmet. "Base was screaming at me to disengage, but I… It got everyone else and I wasn't about to - "

Gwen glanced down and saw her Grandpa's free hand tighten into a fist and she tried to picture him sitting in his cockpit, watching the thing that just hurt all his friends and hearing whoever was in charge telling him to let it go and - and she couldn't picture her Grandpa doing anything else. The man she knew stayed calm no matter what was going on around him and would have listened because it made sense, but she knew he didn't just from the look in his eyes.

It wasn't like _anything _she'd ever seen in the big man's eyes before, but she knew it anyway. She's seen it in the doofus's eyes often enough. She'd seen it every time Grandpa got hurt during Hero Time.

Ben had that look now, the angry scowl as his hand kept brushing over the dial of his watch like there was an alien hiding in it that would let him go back and get whoever it was that hurt their Grandpa. She reached over and grabbed his watch hand so he wouldn't try it. She wasn't shocked that he shook her off, but at least he stopped touching the Omnitrix. He still sounded fierce as he asked, "And you showed them who's boss, didn't you, Grandpa?"

Grandpa's eyes were locked on his old helmet now, and he sounded so far away as he said, "I couldn't even really tell what it looked like. The ship was just lights and shadows, but I hit the afterburner and chased after it. I knew that if I could just lock on, I could make them pay." His lips moved into something that should have been a smile. "I think following them is what annoyed them, because they came around. They were overconfident bastards, too. If they'd been quicker… but they weren't. They wanted to play with the primitive human. I heard the growl as my missiles locked on and launched just before they took their shot.

"It was so bright, like the sun appeared right in front of me and then my wing was just gone. Somehow I kept the plane level long enough for me to punch out, so I got a front row seat as it dodged three of my missiles, but the fourth caught it from behind. It was from out of this world, but it didn't like high explosives any better than anything else. I got to watch my Thud and whatever it was spiral into the jungle together before..."

"Grandpa, you don't have to - " Gwen tried to say as he trailed off and his eyes went somewhere else.

But he so wasn't listening to them anymore. His fingers went to the dent in the helmet. "Then my 'chute opened and I blacked out. I must have hit a tree on the way in because I woke up tangled in one with my head ringing and this dent in my helmet. That wasn't even the worst of it. I didn't even realize I'd busted my arm until I tried to take this off, and it forever to get the 'chute off left handed. I barely managed that when this thing came stumbling out of the bushes. She looked like something straight out of Roswell with her head-tails and her blue scales glistening in the moonlight."

"Xylene!" Ben said just before Gwen could.

Gwen wanted to deny it because the alien woman seemed so… Well, not nice, but Grandpa liked her. Really, really liked her. And she'd spent hours trying to defend her to Ben when he'd been so sure that that alien was going to take their Grandpa away. If she'd known… She scowled and barely noticed the breeze that sprung up from nowhere. "She shot you down?!"

"What?" Grandpa asked, and it was his turn to jump. "No! No, a lot of humans were showing up in the black market out there and the Galactic Enforcers sent her here to find out why, but the bad guys got the jump on her instead. They took out her partner and I think they were taking her back to show her off to their bosses when they ran into me. Humans brought in enough money that we were worth the trouble, but if they showed up with a Magister to auction off? They could have retired as legends. She got loose and escaped after they crashed. She said she saw my parachute coming down and figured I was her best bet for help considering what I'd done. Not that I believed her at first. I didn't do that until the slavers started shooting at us. After that… " he laughed. "We were quite the pair. Me with a busted arm and a concussion and her with a bum knee and a power damper locked around her neck and the only weapons we had between us was my service pistol and knife."

The room went still as he stopped there. For a second she didn't think he'd say another word, or he'd just laugh, but he didn't. He just kept staring until Ben asked, "And then what happened?"

"We spent three days in the jungle dodging them and the North Vietnamese patrols before - " Grandpa stopped and shot a look at her that she so didn't get, but he didn't give her a chance to ask, " - before our luck ran out and Charlie found us. I thought…" he shook his head again as his voice got soft. "I was sure we were done for when they marched us through the jungle. Then we got to where ever we were going and there were these… . . I thought that they were Russians back then because that's what they were speaking. Russians who were wearing weird gray containment suits because of Xylene, but she laughed when she saw them and told me everything was going to be fine now. Not that I believed her. I was picturing my stay at the Hilton when they separated us, but they just handed me back to our guys. I got patched up and debriefed and sent home so fast I was back in America before I realized what happened."

"But what happened to Xylene?" Gwen asked.

And Ben asked at the same time, "and the bad guys?"

"The Plumbers whisked her off as soon as they found us. I never thought I would see her again, and I didn't until I was a Plumber, too. As for the bad guys, the ones we ran into are still in the Null Void as far as I know, but they must have gotten a report off. The Black Sun still has a bounty on our heads for that and for what we did after when we were partners."

Ben punched the bed next to him. "So that's why you couldn't go out into space with us!"

Grandpa Max gave him a haunted look and a nod. "It's one of the reasons."

Gwen leaned forward. "And what happened after?"

"I went to Houston and reported in, but NASA told me to take a couple of months off to recover. My parents had already passed on, Gordon was in college and Vera was… Well, Vera was in her own world. For the first time since I enlisted I had some time to wander, so I did until I ended up in St. Louis," he said, and he grinned for the first time since he started telling the story.

"Where you met Grandma," Gwen finished and she didn't even try to hide her grin any more than Ben tried to hide the gagging noises he was making.

"Where I met my Verdona," Grandpa agreed as he looked at the helmet one more time before he handed it back to Ben. "The day I knocked that dent in that helmet changed everything in my life, for good and bad, just like that Watch changed yours, Ben. That's why I want you to have this. Take good care of it for me."

"I will, Grandpa." Ben took the helmet and he held it like it was the most valuable thing in the room and Gwen just knew he would be wearing it again the second Grandpa wasn't looking. She should yell at him now just to get it out of the way, but it was Christmas.

Besides, she wanted to try it on, too.

But she could so wait, because Grandpa Max was reaching into the bag again. She was almost bouncing as he came back up. "And now it's your turn, Pumpkin," he said as he held out the much smaller present.

She tried to keep smiling as she took the carefully wrapped present from him. She stared down at it, but she didn't even have to unwrap it to know exactly what it was.

A book.

"Thank you, Grandpa," Gwen whispered. She didn't have to look over to see Ben's smirk now. After all of that, after Grandpa had dug in Aunt Vera's _garage_ for Ben's present, after she'd set up all of this for him and she all she got was just another…

The worst part was that she _knew_ she was being selfish. She knew that, just like she knew that she'd ruin Grandpa's Christmas if she said anything. Besides, she'd figured out who Grandpa's favorite was a long time ago and it didn't bother her. Boys stuck together. It's how the world worked. If Grandma was here…

But she wasn't.

And it was Grandpa. She was sure it was a good book. It was probably one she'd mentioned wanting because he listened for things like that.

A book?

"It works better when you take the wrapping paper off, Gwen," Grandpa prodded her with his usual smile.

And Ben nodded and elbowed her as he sighed to Grandpa. "Now do you see what I have to deal with? All those big words, but the simple stuff just slips right by."

"I know how wrapping paper works, doofus." Gwen wanted to make the words a snarl, but she didn't have the heart. She carefully pulled at the tape so they could reuse the paper like a civilized person did instead of wasting it and not just to annoy Ben. Not at all.

"Just rip it!" Ben shouted before he reached over. "Here, I'll…"

"Mine!" Gwen hissed at him. It wasn't much, but it was hers. Still she hurried up just a little.

There was a book inside, just like she knew there was. She expected a book on history or science, but that wasn't what this was. It was a diary, a bigger and thicker one than she'd seen before, but that's all it was. It didn't even have a lock. It looked like it was expensive once, with a leather cover that had probably looked fancy when it was new, but it was dried out now. Even the pages inside were turning yellow and it had the same musty smell that came with all the best books in the library. Musty with a hint of smoke.

It was the last thing she expected.

Or needed, not when her diary was a lot safer on her computer. Not that her Grandpa had to know that. She didn't know why he'd given her a musty old journal, but she could use it for her notes when she went back to school. "Thank you, Grandpa. I can't wait to start writing in it."

And a flicker of panic went over Grandpa's face. "Open it up first, Pumpkin."

She did, and she found out someone else already had. The writing was tiny and neat and she barely glanced at it until one word caught her attention: **Conjures**. And she looked and it came up over and over again. She rushed back to the first page, and there, written in a cursive scrawl that almost seemed to shake with excitement were the words;

**It seems almost too crazy to be true, but it explains so, so much about everything. Magic. Magic is real. I've been using the Gift and I never knew it! I'd just thought… Everyone I went to school with was right, I am a witch! Not that I'm silly enough to think that this is what they meant. And Nimue is going to teach me everything she can! She made me promise to keep it a secret, but a journal doesn't count. We barely see her and I need **_**something **_**to keep all the questions straight in my head until she can visit again. I don't even know where to **_**begin. **_**I don't even know what she **_**meant**_ **when she said that magic depended on focus, will and power. What - **

"Grandpa?" Gwen asked in a gasp because she could have written every word here. She had. She had pages and pages of them in her computer, but whoever wrote this had the same questions she did and knew someone who could _answer them. _She was barely breathing as she picked a page at random.

**\- says that it has as many names as there are users, but the oldest, maybe the one used by the earliest practitioners - mana - translates into life essence, but she won't say anything beyond that! It's like she doesn't even know what it **_**means. **_**I love her, but didn't she **_**ever **_**wonder about any of this? Maybe she didn't. Maybe she didn't have to. She can call up this mana so easily that it glows around her, while I can barely… **

**She **_**says **_**that it's just because I'm still casting off of my aura instead of drawing on the mana around me, but… but if that's true and not the same gobbly goop that ended with me having a drawer full of crystals and mana is **_**life **_**then…**

**There **_**has **_**to be some way to know if magic really is generated by living things! Honestly, I can think of a couple of tests I can do right off the top of my head. The simplest - **

Mana? Is that… Gwen looked at her hands even as she started to stammer out, "Grandpa, what is - !? Where did -!? Who-!?"

"Wow, that must be a good book, Grandpa. You broke her!"

"It's amazing what you can find when you're out on the road for long enough, Pumpkin," Grandpa said, and the answer was so ridiculous that she tore her eyes off of the book because she just had to see his face. He had the biggest smile on his face, but there was something in his eyes as he looked at the book. When he held out his hand she handed it back without a word and she thought…

She thought she saw his finger shake when he opened the book and ran a finger over the words inside, but she must have imagined it because he just shook his head and laughed a second later. A soft little laugh that she wasn't even sure he knew he'd let out. She wished she knew what he'd just read, but he closed the book and handed it back before she could even peek. Whatever it was, it was almost a third of the way through the book. If she sped read…

But it was Grandpa. He thought that the Three Stooges were _funny_. She could read what he read a dozen times and still not get it. And she didn't want to speed through this.

**It seems almost too crazy to be true…**

She sank so deep into the first few sentences she didn't even notice Ben reading over her shoulder. Not until he asked, "Who's Nimue?" She jumped when he asked the question and the suspicion in his voice made her look at him. His brow was twisted in a scowl as he glared at the book like it had teeth.

"She was the Lady of the Lake in all the King Arthur stories," Gwen said, absently because it should be _obvious_.

Obvious to everyone but _Ben. _"Well, I never heard about her!"

"You never read the books!"

"Duh," he said. Then he gave her a look. "Like you have."

"I…" Gwen started as her face flushed. There were times when she hated that he knew her so well, especially when it meant that he was _right. _Not that she had to let him enjoy it. That's why she held her chin up as she admitted, "I will! We're covering it in Literature at the end of the year!"

"Then how do you - " Ben started to ask before he shook his head and snorted out a laugh. "You read ahead. Nerd."

"Just some!" Gwen shouted before she stuck her tongue out at him. Just a synopsis or two and the character sheet. Just enough to know that she couldn't wait to read them all. A world that had knights and magic instead of Marcis and other monsters sounded so much nicer than... A world of… she looked at the book in her hands and her eyes went wide. "The _Lady of the Lake _teaches _magic?!" _

How…

How did she sign up for _that_ class?

"No!" Grandpa said, the word burst out of him and popped that dream. She watched as his hand went to the back of his neck. "I mean, I doubt it. I think that it's a code name. Most folks who can use magic keep it to themselves. That's one of the reasons…" he said and his voice drifted away, but Gwen knew what he was saying. It's why he couldn't find her a real teacher and why she couldn't tell _anyone_ any more than Ben could talk about the watch. Maybe everyone really did learn magic this way, alone and from some old book. The thought hurt, but…

But not as much as the look Grandpa was giving her when she finally met his eyes again. He looked as serious as she'd ever seen him. "And don't trust _anything_ that says it's mythical. I don't care what it says it can do for you. Trust me, you don't want to learn _that _lesson the hard way." And there was just enough of an edge to those words that Gwen would have given anything to hear that story.

But Grandpa didn't say anything more about it. Not even Ben could get it out of him. And she wasn't listening anyway, not after Ben's first few tries bombed. She flipped through the book in her hands with its tiny cursive handwriting that covered almost every page, all except a half dozen at the very end. A code name…

On the first page. Whoever wrote this book already let it slip that Nimue was a woman a few pages later. Maybe they slipped up more later. Maybe she could find Nimue's real name.

Maybe she could find the author's. She didn't see any dates as she flipped, so she didn't have any clue how old it was. It looked like a lot of the books she saw in the used book stores, but not ancient. Maybe whoever wrote it was still alive. Maybe…

Maybe, if she was clever enough….

"Maybe I can find them," Gwen said as she closed the book and hugged it to her chest. "Maybe they can…"

A teacher. A real teacher. It was worth trying.

"Maybe," Grandpa allowed, but she knew just from the way that he was looking at her and the book he didn't think that she could. "But even if you can't… I know you, Pumpkin. I know that you must have so many questions that I don't have the answers for. I wish I did, and I got you that book because…" he let out a soft sigh. "I hoped it would help. Maybe I should have just gotten you - "

"Are you _crazy?"_ Gwen broke in. There wasn't any way that she'd let him finish _that _thought. There wasn't any way that she'd let him take the book back for whatever it was he was thinking about. "This is the best present _ever_! Thank you, Grandpa!" she shouted as she leapt up and wrapped her arms around his neck for the biggest hug.

"Yeah, you're thanking him now but I saw your face when you thought he was just giving you a book," Ben laughed as he smacked her arm again. "He got you good, nerd." She wanted to fight, but her Doofus was right. And it was Christmas, so she let him have that one.

Grandpa laughed, too, and stood up with her still hanging off of his neck. "Come on you two. I saw plenty more presents waiting for us under the tree."

\- o - o - o - o - o -

And there were. Nothing as good as her new journal, but that was all right. It was the thought that counted.

Even the terrible thoughts.

"Gwen," her mother said in a stage whisper. Gwen knew her mom, if she wanted to she could have whispered soft enough that no one would have heard a word if she didn't want them to, especially considering she was sitting right next to Gwen on the couch, but this time her voice carried across the room. "You can get out of your chores this weekend if you let me burn that."

"No deal!" Gwen laughed as she grabbed up her sweater and leaned into her daddy for protection. He just shook his head even as he put his arm around her. Maybe if her mom was serious, but she knew her mom and right now she was the furthest thing from that. Especially not after she'd watched as her mom sat still and let Sandra tie a Christmas ribbon into her hair. Just one, and she'd somehow managed to make it look elegant as she knelt on the carpet in her new dress, but for her mom it was amazing.

But not as amazing as Gwen's new sweater. She pulled it on over her dress and took in the horror as she looked down. The Grinch and Max looked back up at her as they rode a sleigh full of presents down the mountain in a wild mix of colors and glitter that somehow managed to clash with itself. "This is horrible! Thank you au… Sandra! Carl!"

Her mother sighed, but for once she didn't say anything as she sipped at her wine. It was her mom and dad's present to Ben's parents and it was a very popular one. She didn't miss how Ben kept eyeing the bottle, but she didn't know why either and it so wasn't worth a fight.

"You're welcome, Sweetie!" Sandra beamed from across from them before she took a sip of her own wine. Their parents had actually taken the time to rearranged the whole living room while they were upstairs talking to Grandpa, just so that the family could sit in a circle. It wasn't part of the plan, it wasn't even what Gwen hoped would happen. They'd just done it, all on their own.

Her parents claimed the couch and saved the cushion between them so they could snuggle with her, while her aunt and uncle shared the love seat, with her Aunt perched on the arm as their legs tangled together, and Grandpa took his recliner set at the head of the room right next to the Christmas tree. Ben's parents saved him the spot next to his dad, but Ben was too cool for any of that - and she rolled her eyes at the idea of him even thinking he was cool - and he plopped down on the floor between Grandpa and the Christmas tree instead.

Either that, or he didn't want to take his eyes off of his fancy new TV. Her father and uncle actually got it all hooked up and it was worth fighting over. The huge screen was just showing a log burning in the a fireplace for now, but she knew her cousin. He'd ignore everything up to and including and alien invasion for the next week now. Especially if he hooked his Gamestation up to it. Heck, she was amazed that he wasn't trying to hook it up now, but besides snorting when his parents tried to make him sit with them and the wrapping paper ball he'd tried to bounce off her nose even he was behaving.

Their parents shared a laugh at something Grandpa said and Ben grinned at her. They'd been so sure that their parents hated this idea, but they were actually trying to make today work. They were actually having fun.

God, her mom was actually smiling as she played with the ribbon in her hair while her dad hummed Christmas carols while he handed out presents and her aunt and uncle sang along.

Not that any of them could hit a note. Not that it mattered. They were trying. Maybe…

Gwen tried to shove the thought away, but maybe they could do this next year, too...

Gwen closed the box and tried to kick the used wrapping paper under the couch where it would be out of sight, but she knew she was busted when she heard her unc - Carl clear his throat. "I don't think so, young lady."

"Do I have to?" Gwen asked her dad with a sigh and her biggest eyes even as she bit back her grin.

It didn't hurt at all when the man betrayed her with a soft push. "Get over there."

Gwen leaned the empty box and her journal against her daddy's leg as she scooped the ribbon out of the wrapping paper and ran over to her aunt, who already had six tied into her hair - all of them different colors and none of them matching each other or her blonde hair - and knelt down for her turn. Her aunt hummed as she gathered up a lock of hair from over Gwen's left ear and tied the ribbon on. Her mom got a green Christmas ribbon that matched her auburn hair while she got a purple one that clashed so bad with her bright red hair and she couldn't be happier.

"You're all weird," Ben muttered from where he was sitting as she bounced up and all but skipped back to her seat at the couch.

"Like you aren't, doofus!" Gwen said back as she stuck her tongue out at him and everyone else laughed and dropped back into her seat.

Almost everyone. "I wish you wouldn't call him that," Sandra said a moment later in a soft voice as she ran her finger over the rim of her glass.

Gwen blinked and looked at her aunt in surprise. "Doofus? But I…"

"I wouldn't take it seriously," Grandpa said a second later. "She doesn't mean it. Not anymore than Ben does when he calls her a dweeb."

"Well, she is a dweeb," Ben chimed in. He looked just as surprised as Gwen felt, but he still tried to play it off with a shrug, "but I'm a doofus, too. It's no big deal."

"Yes, it is," Sandra said and as she dropped her hand and her eyes dipped down to her wine glass before they came back up and met Gwen's. She wasn't angry, Gwen could see that much. She almost looked guilty for bringing it up, but she took a breath anyway. "I'm tired of you calling my Ben dumb. He isn't."

"I - I know he isn't," Gwen said, her voice small and confused as she huddled back into the couch.

"Of course he isn't," her mom said and everyone in the room stopped to stare at her. Even Ben.

Even _Grandpa_.

Not that her mom shrank away from any of it. She just took another sip of her wine and set her glass down on an end table and she met all their eyes with a shrug. "What? He's always been bright. He has the manners of a… but he's always been bright. He just needs someone to push him."

"And you don't think that we do," Carl - her uncle said, his voice flat.

Her father wrapped his arm around her and gave Ben a look before he broke the silence. "How did you do in math last semester, Ben?"

Ben blinked at her dad and rubbed his hand over his watch. "I - I made a B," he stuttered, surprised at the question, but Gwen could see how proud he was at the answer.

"You didn't tell me!" Gwen said and she wanted to… Oh God, she wanted to give him a hug, especially after he grinned at her before he ducked his head. Maybe Ben was right and she really was contaminated. Just the idea made her shudder. Maybe Grandpa would let her use the shower in the Rust Bucket just so she could be normal again.

Not that the world was going to wait for her to deal with her freakishness. "I told you he was smart," Sandra said as she slipped down from the arm of the chair. Uncle Carl made room for her and wrapped an arm around around her as soon as she was settled.

Her father tensed, just a little. If Gwen wasn't leaning into him she never would have noticed. "How?"

Ben sat up and his eyes found Gwen's and he gave her a little smile even as he blushed, but he didn't duck his head. "The dweeb showed me how it worked until it made sense."

"She did?" Sandra said as confusion and guilt twisted her face. "Gwen, I didn't know. I'm - "

"_Dweeb_," her mother muttered before she shook it off and leaned forward. "Gwen knew he could do the work, and she didn't let him stop until he did. Why don't you, Sandra? Carl? Why haven't you ever pushed him to do _anything_? Why do you just _sit_ there while he skates through life?"

"Mom!" Gwen said in a panic as she grabbed her mom's arm, but her mom didn't even look at her. She spun around and begged, "Aunt Sandra, Uncle Carl, please! She doesn't - !"

And it was too late.

Sandra shoved her own glass away and glared right back at her mom. "You mean, why don't we control every waking second of his life like you do Gwen's?"

"I do not!"

"That's enough," Grandpa said as he stood up with his hands up. Gwen's head spun around as she whispered thank you, over and over again. Grandpa could stop this. He could fix this. He was Grandpa and he could do anything. "They're both good kids. I know that this is all about doing what's best for them, but - "

"Here we go again," her dad muttered as he swirled the last few sips of wine in his wine glass.

Grandpa looked just as confused as Gwen felt as he asked, "Frank?"

"I know, Max. We all _want _what's best for them," her dad said. He sounded so calm as he said it, then he drained his glass in one swallow and slammed the glass down on the end table hard enough that Gwen was amazed that the crystal didn't break, and his voice twisted into something she'd never heard from her father before, "Like _wanting _means anything. Lili and I are the only ones in this room who are actually doing the work."

"That's not - " uncle Carl growled out.

But Grandpa cut him off. "You know that's not true, Frank. Carl and Sandra are doing just fine, and I like to think I did a - "

"You think? You know I love you, Max, but what do you know about raising kids?" Her dad said as he leaned back and wrapped his arm around her and her mom. "You _weren't there. _Mom raised us, not you. Hell, _Aunt Vera _was around more than you were. If mom was here and she said that… _She_'d have a point, but right now Lili and I are the only two people here who know what we're talking about."

The words made Grandpa rock back on his heels and Gwen watched him look around the room, but no one said anything. Uncle Carl and aunt Sandra just looked stunned while her mom was just staring at her daddy. "Frank…" she whispered, but she didn't say anything else.

"He should have been there," her father said.

Gwen tried to find the words as she squirmed out from under her daddy's arm, but they weren't any. She couldn't get her brain to work and when she looked at Ben…

He wasn't even looking at her, he wasn't looking at anything but the Watch.

"I know…" Grandpa finally said before his voice died out and he had to lean against the arm of his chair. "I know I wasn't around much, Frank. I always wanted to be, but…" he shook his head. "But I think I did all right. You always had food on the table."

"Food…" her dad muttered. "We're not _dogs,_ Max_._ You don't get to disappear for days at a time and think you did a good job just because you patted our heads and threw some scraps in the bowl when you bothered to come home. We're your sons and you were _never - " _

"I know that!" Grandpa said with the same pain in his eyes that Gwen had seen in St. Louis. "And I know I made more of my share of screw ups when you were little. I can't tell you what it means to me that you've given me a second chance with them," he said as he smiled at her and squeezed Ben's shoulder.

"A second chance," her father said and he shook his head as he stared down at her and Gwen didn't know what he was looking for or what she'd done that was so wrong that it made him say, "I always… but watching you drop _everything _for them. Even before last summer, you'd always…" he shook his head as he gave her uncle another look and then he let out a little chuckle. "We should have known that it was just us he doesn't give a shit about. Us and _Mom_."

"Daddy!" Gwen shouted in outrage as she jumped up. Grandpa didn't… It was Grandpa! He didn't think like that! He - but he never talked about Grandma. His eyes flickered over to her uncle, who didn't say anything either. Uncle Carl's mouth moved and he shook his head, but…

Gwen barely noticed the lights flickering when she heard Ben hiss out a cold, "Shut up."

She spun around to scream at him. How could he say that? Why was he trying to make things _worse_, but she didn't think anyone heard him but her. Not even Grandpa gave him a glance. It didn't matter, not when she saw the look he was giving her dad. He was glaring like her father was one of the monsters that they had to fight. She him tense like he was about to get up and do just that and she felt something burn inside of her when she saw that look.

It didn't matter what the man said, he was still her _daddy_ and no one looked at him like -

"Is that…" Grandpa said, and the shake in his voice made her forget the flash of anger even as it broke her heart. Her eyes went to the man as he stood there. He always looked so strong, and she'd watch him take on monsters without blinking. Now he was blinking, he was almost rocking back and forth on his feet as he went pale and his eyes went to her father and her uncle. "Frank? Carl? Is that how you really…?"

And he sank back down in his chair and closed his eyes.

"Grandpa!" Ben shouted as he shoved himself up and reached for the man.

"Dad?" her uncle said at the same time in a panic as he got up and hurried around her. She watched the two rush while she just stood there frozen.

Useless.

It was almost a relief when her mom pulled her back down to the couch.

"I'm fine," she heard her Grandpa say as he waved his hand, but his voice sounded so _raw. _"Ben, I'm _fine_. I didn't… Frank, Carl, I know I wasn't around, but - "

"But - " Ben tried to say, tried to ask as his face twisted and his lip quivered for just a second when his father cut him off.

"I know, Dad. Don't listen to _him_. It's not - " Carl said as he squeezed her Grandpa's shoulder as Ben sank back down and glared at the Watch. Her uncle sounded so kind as he said those words, and he looked so furious when he turned around. "I hope that you're _proud_ of yourself, Frank. I know Mom would be. Sitting there, complaining about Dad leaving when you know he only left because of work. Like he wasn't dying to stay home with us. Like you weren't just waiting to get out the door."

Gwen wasn't even sure if her dad heard her uncle. He was just staring at Grandpa and it was almost enough for Gwen to hope it would stop right there, but it didn't. He shook himself and glared at his brother. "I can't believe that you're standing up for him," her father said as he stood up and shoved a shaking finger at Grandpa. "I spent more time raising you than he did."

"You spent more time bossing me around, you mean," Carl snapped back. "You're only a year older, Frank. Do you have any idea how many times I wanted to slug you? Maybe I should have. Maybe if I'd broken your nose back then you would have stopped thinking you were God's gift to this family. I'm sure that your _daughter _would have been better off if I had."

"Dad! Stop it!" Ben said, his voice a growl instead of a shout and Gwen went ice cold. She'd only heard him sound like that one or two times before, but she knew it. It was the tone he only used when Hero Time stopped being a game. Her head whipped around and she saw him kneeling there, just beside Grandpa.

And the dial on the Omnitrix was already up and waiting as the fight kept going round them.

Ben raised his right hand and she knew he was about to end the fight the same way he'd ended so many others, but they weren't the bad guys. They were their parents and they… and they…

She wanted to get mad at him again, to yell at him because he was there and it was easier to explode at him than anyone else. He was just _Ben _and they were their parents, they couldn't…

They couldn't yell back. They couldn't _fight_ _their parents._ She knew that, and she knew that Ben knew that, too, but it wouldn't have stopped _him. _Ben didn't think. Not like she did. She wanted to rush over and drown him in reasons and words until he saw sense, but he met her eyes with a glare before she could. She saw that glare and she wanted to get mad at him again…

But he already looked so mad and it wouldn't…

It wouldn't be fair. None of this was _his _fault. Not this time.

So she once she met his glare and _made _herself stay calm. He looked so surprised for a second when she didn't glare right back. She just looked at him and tried to make him understand without saying a word. Understand that she knew and she was sorry even as she begged him not to make things worse with her eyes.

For a second, it seemed like that was just making him madder. He reached for the watch and his scowl got deeper as he dared her to stop him, but she didn't move.

She didn't even blink.

He did. He finally did. She saw Ben's face twist even as he hung his head and let his hand drop to his side. And he didn't even try to flinch away when Grandpa reached down and pressed the button on the side of the watch again.

The three of them watched the dial sink back into place, and no one else even noticed.

Grandpa still looked so pale and his hand shook as he reached up and ruffled Ben's hair, but he had a smile for her. A smile and a promise that things would get better.

Gwen almost managed a smile back when Aunt Sandra shouted, " - doesn't need _us _running his life for him! He's almost eleven! He can decide, and so can Gwen!"

"We're not _running _her life_!" _her mom shouted right back even as she grabbed Gwen's hand and squeezed. "We don't make her do a _thing _that she doesn't want to do! And just because I want her to amount to something doesn't mean - !"

"Amount to - ?" uncle Carl asked with a snort. "Oh, yeah. You have to watch _Gwen_. I mean, she only has the highest grades in her class and she's in how many clubs now? Four, five? And gymnastics and Karate? She's trouble!" Then he shook his head. "All of those activities, and Karate is the only one I've ever heard her actually talk about. God, she lights up when I ask her about her Sensei. And I know you, Natalie. How many times have you threatened to take that away from her if she even blinked in a way you didn't like?"

Gwen had never seen her mom go pale before, but she did now. Her eyes went to Gwen's for just a second before she finally looked away in shame. "I - I would never - I just wanted..."

"Like we're going to take parenting lessons from you two," her father jumped in, his voice shaking. "You two jump on whatever fad comes around because that's easier than just being Ben's parents, then daring to expect something from him! I'm amazed Ben's as good as he is, what with you two changing the rules every other week! At least Max had an excuse, you two are right here and Ben is still raising himself! We might expect a lot from Gwen, but at least she knows we care."

"As if anything you do is for Gwen!" Sandra said, her eyes wet and her voice hard as she looked at anything but her son. "All those clubs, Cotillion, gymnastics, horseback riding, and everything _else _that you push her into doing. None of that was for _her_! That was just you two trying to buy your way back - " And then she closed her mouth with a sudden snap.

"Back where?" mom asked, her voice cold even as Gwen felt like she was on fire. She saw Ben getting up, watched him mouth something at her, but it didn't make any sense. She felt the world slow down around her and she heard something - something between a bell and a hiss in her ears - as she stopped breathing as the lights flickered and glowed bright around them.

For the first time since the fight started, there wasn't any heat behind the next words. There wasn't any anger or bitterness. Uncle Carl just sounded so tired as he said, "You could make her into the perfect little Princess, Natalie, but it won't matter. They're never going to forgive you for marrying a plumber's son."

Her mom's grip around her wrist got so tight that it _hurt, _but whatever she was going to say got lost as the world rushed back at that touch and every light bulb in the room exploded.

Gwen heard their parents scream and felt hers jump off the couch as they all went running around so they could unplug things and flip switches and find stuff to clean up with even as glass rained down on the floor. She just blinked at the broken glass by the lamps, but when she looked over at the Christmas tree…

Every bulb there was gone, too, and all that was left of them was the broken multi-colored mess on the floor around it. Gwen sucked in a breath in shock before she made herself stand up, made herself walk towards the broken tree as old words ran through her head and magic buzzed in the air all around her. There was so much that she didn't know how she could have missed it before now, but it didn't matter. Not when she could use it. She gathered it to her and started to shape it with her hands. "I can - I can fix it…"

And then someone was standing into front of her, blocking her view. It took her two blinks before she realized it was Ben. She watched him reach out to her, saw his hand freeze just an inch shy of hers as his cheeks flushed. Then she heard him swallow before he finally made up his mind and crossed that distance so he could squeeze her upper arm. She tried to shake him off because he didn't understand, and then she realized she never explained. "Ben… Your tree… I can fix it."

"So can I," Ben said, and he somehow grinned despite anything as he leaned in close and whispered, "But I think Grandpa would be super-mad if we gave away our secret over some cheap Christmas lights."

She blinked again as the words sank in and she realized what she was doing and stopped trying to shape the magic, but it didn't go away. She could still feel it pulsing around her even as she said, "When did you get so smart?"

"Apparently I always was. Who knew?" Ben grinned at the words like that was enough to prove that the fight never happened, like he could fool her like everyone else, like she didn't know that he was still mad just from the way his eyes kept darting around as he tried to find something he could Go Hero on, but for right now…

That stupid urge to hug him came back and she shoved it away again. She was about to shove him, too, when his eyes locked on something over her shoulder and he yanked her behind him. Gwen spun around, her fingers moving for the fight before she froze as he stood tall and hissed, "Go away!"

"Ben!" her mom said, and Gwen didn't think she could have looked any more shocked if Ben really did Go Hero.

"I mean it! This is a big house. Go - !"

"Ben," Grandpa said, his voice soft and Ben flinched anyway. Her Grandpa never left his chair, not in all the chaos. He'd stayed right where he was needed and she'd never even noticed. Her stomach twisted with guilt as she looked at him, but he didn't seem mad at all. He just watched them both with enough worry in his eyes that it almost washed away the pain she'd seen earlier.

Pain he never would have been in if they hadn't tried to give him this stupid present, if they'd just listened to the little voice in the back of her head that said this was a bad idea.

"Max," her mother said, her voice broken and her hand twitching like she wanted to reach out but she didn't know if she should or if Ben would even let her. Whatever hesitation Grandpa put in him went away when her mom reached for her. Her mom looked down at him and then back up as she worried at her hands. "Frank, he didn't… Ben, Gwen, I'm… I'm so..."

"Ben," Gwen finally said, and he gave her a look over his shoulder before he finally stepped aside, but his arms crossed and _anyone _could see how mad he was now.

Even her mom, but the worry left her eyes as Gwen took a step forward and a little smile took its place as she hurried forward. She looked them both over and Gwen didn't know what for until she picked a couple of pieces of glass off of Ben's shoulder, and then another out of Gwen's hair before she reached down and took Gwen's hand. Gwen could feel the woman shaking even if she didn't show it as she looked at them. "You should be proud, Ben. I always knew that you could - You both should be… I'm so..." the words kept fading out on her until she shook her head and forced a smile on her face. "We're going, Gwendolyn. Max, Ben." She reached out for Gwen.

But Gwen couldn't go. Not yet. She tried to smile even as her eyes burned because there was a right way to do _everything _and she couldn't leave until she told her Grandpa, "Merry - " She tried, but she choked on the first word when she looked at him.

"Oh, Pumpkin…" Grandpa stood up then and he pulled her and Ben into a hug. "None of this is your fault," he told them both, his voice soft and sure.

But, for the first time in her life, Gwen didn't believe a word he said.

That was why she didn't try to stay when her mom tugged her away, and when Grandpa just let her go she knew -

She knew he didn't either. And she -

She - she saw the world blur as something started to hum in the back of her head.

"You don't want to forget this, Pumpkin," Grandpa said. His voice was so soft but it cut through the noise as he pushed something rough into her hands. She blinked away the tears that still hadn't fallen and saw the old journal and his smile. "Merry Christmas."

And she clutched the book to her chest. She didn't even know that she'd dropped it. She wanted to say something, anything to make this better, but…

But there weren't any spells, any book that she'd ever read that told her how. Nothing that even came close to the smile Grandpa teased out of her as he kissed her forehead.

So she didn't fight it when she felt her mom take her hand and led her away from her Grandpa and Ben, led her through the hall where her aunt and uncle were trying to clean up the broken light bulbs that covered the floor there until they saw her. They stopped and clutched at the brooms and dustpans in their hands. They looked like they wanted to say something, but they didn't make a sound and wouldn't meet Gwen's eyes when she was lead by.

Her dad was already waiting by the door, and he pulled it open for them when they walked up. She saw that he had the same fake smile on his face and a distant look in his eyes and she heard him say, "Carl, Sandra… Max… Merry - " as they walked past him and out the door.

She heard him choke on the last word, too and his shoes scuffing the bricks as he followed after. She didn't think he'd even closed the door before he did, and he didn't open her mother's door when they got to the car like he usually did. No one said a word as they got in.

No one said a word as they drove away, either. That silence was what Gwen would remember the most about the day.

That and the sound of her mother crying in the front seat.

\- o - o - o - o - o -

**Erico Omake**

**Little Moment: Rumble in the Jungle **

_In the summer of 1965, Captain Max Tennyson is the pride of the USAF's 563rd Tactical Squadron, with a future in NASA and a moonshot waiting for him back in the States. But all of that seems a world away after being shot down in the jungles of North Vietnam, hostile aliens on his tail, and one at his side. And if he lives through it, he'll be left wondering what's worth more; the Moon, or the Stars._

It's the full story of what happened to Max in Vietnam and it's a must read! You can find it here:

www.

fanfiction.

net

/s/13311220/1/


	7. Mothers and Daughters

**Chapter Seven: Mothers and Daughters**

_Gwen's House_

_Bellwood, California_

_January 4th, 1999_

_5:25 pm_

Lili had never been happier to be home.

_Everything _went wrong today, all because of the rain that she could still hear even over the noise of the garage door lowering. The rain and the damp chill that came with it. If she wasn't a lady, she would have glared at the whole _world. _

If.

But mothers could do what ladies couldn't, so she let herself glare at her watch. Not that it helped or stopped the shudder that went through her when she saw the time. She _knew _that things would be a mess the second she pulled out of her garage that morning, but if she'd known she'd be gone all _day… _

If they didn't need to get all the orders in _today _for Sunday, or if the storm had done what the weatherman promised and disappeared two days ago...

"At least I talked my Silly Bean out of coming with," Lili said with a sigh that fogged up her minivan's windshield even more. She felt her fingernail brush her lips at the thought and forced her hand back down. It was bad enough for _her_, there wasn't _any _way she'd let Gwen out in it. Not even for even a second. She just hated that she left the poor girl home alone all day. She should have called…

She didn't know. Not today.

And that thought forced out the sigh that finally fogged over the windshield. Not that she needed to see anything. It was her garage and she could find her way around it blindfolded if she had to. The door inside was just eight steps away. Just the idea made her smile.

So did the view of the world through the fogged up windshield. It looked just like the snow that the rain should have been if the fates had been just a little kinder. Lili closed her eyes and imagined having snow in her yard and in the bushes out front for the first time in years and smiled as she pushed open her door.

Then she sneezed as the damp chill flooded the minivan _again, _and she tugged her trenchcoat tight before she ran her hands over her legs as she tried to rub _some _warmth back into them. Usually her pantyhose was more than warm enough, but not when they were _soaked. _She shot a glare at the umbrella that was still dripping wet as it leaned against the passenger seat and almost muttered, "At least I don't need _you," _before she remembered that ladies _didn't. _She bit off the tone, but not the words, and then she sneezed again. "Oh, please no."

Having one sick person in the house was _more _than enough, thank you. They didn't need _two_.

That thought made her do the one thing she swore she wouldn't do again today after her last mad dash across a parking lot, she hurried. She scooped up her purse and the umbrella before she pushed herself out, and her heels clicked so loud as she dashed for the coat hooks by the door. Hooks that she hung the umbrella and her coat on so they could dry and a door she eyed so sadly before she turned and went back the way she came.

The warmth was right _there, _but she couldn't go in. Not yet. Not when her Silly Bean was counting on her.

She went as fast as she could, fast enough that her skirt jostled around her knees, and she still shivered as her sweater and hose lost their war against the chill. The only positive was that if she wasn't a lady, she would have just said all the hot words that she was thinking instead of blowing them into her cupped hands.

"And then how would I warm them?" Lili asked her frozen fingers as her hot breath stilled them just enough that she could actually get the key into the trunk lock and catch both of the bags that almost tumbled out.

Two out of so, so many. There were so many boxes and bags that she was amazed that the van still _moved, _and they were all brightly colored and decorated with balloons and banners that read **Party City **or **Happy Birthday!** On any other day a shopping trip like this would have been _fun _and opening everything would have been like another…

Lili shook off the word as she dug into the pile. Most of it could wait until her husband got home so he could help haul everything in. If the decorations survived the rain then they would survive the cold, but there was a bag and a box that she needed _now. _They were the first two stops she made and the most important, but that meant that they were on the bottom.

A third sneeze forced its way out of her before she found them. One was a bag that she _knew _a certain someone needed, no matter what nonsense she was saying before Lili left. It was full of cough syrup and tissue boxes and it seemed so heavy when she was hurrying out of the pharmacy, but now she wished she'd gotten _more _as she heard the rain hit her garage harder.

The other was a plain white clothes box. It didn't even have a bag and it should have been just as fine out here as any of the party supplies, but Lili _knew _her daughter. Gwen was far, far too stubborn for anyone's good. Stubborn enough that she'd sneak out here herself rather than wait ten minutes even though she didn't need the damp or the chill right now.

"My Silly Bean," Lili sighed as she shut the trunk as softly as she could before she hurried back again. The only thing faster than her dash back to the door was the way she toed off her pumps just so they wouldn't make noise when she went inside. Then the hose followed as she ignored the little voice in the back of her head that murmured how improper that was and that _anyone _could see if something happened with the garage door, but she'd suffered enough for one day. Those ended up on top of the washing machine as she scooped the box and bag back up.

Then and only then did she ease the door open and step back into her home. The heat hit her just as hard as the chill had and it felt almost as good as the thick carpet did. She closed the door behind her with the gentlest click as her eyes went to the stairs and she waited for the thunder of her daughter's footsteps and an avalanche of questions that didn't come.

"Please, please let that mean that the silly thing really did spend her day in bed," Lili whispered the prayer as she set her purse down on the small table that was waiting right there by the door for their keys and whatever else they might bring in. Her eyes never left her daughter's bedroom door for any of it, not until her foot was on the bottom step. That was when some intuition made her look down the hall towards the living room.

Intuition made her look, but exasperation made her sigh.

Lili tried to tell herself that her daughter was at least laying down. Not on the couch - that would just be _silly _when the floor was _so _much more comfortable - but she was. She'd even pushed the coffee table back against the bay window so she'd have more room. Room enough for the tissue box by her side that must have been almost empty because the little trashcan next to it was stuffed full.

And room enough for what looked like every loose paper in the house.

They were just scattered all around her. Some were in little piles and the rest were spread out like they were so much snow on the beige carpet. Snow that were marked bright with the red and green highlighters that were lying on the ground right next to her daughter's left elbow as she laid there on her stomach and snored into her arms.

It wasn't the first time Lili found her Silly Bean asleep with work scattered all around her and it probably wouldn't be the last, either, but that never made it any easier.

She padded over until she was standing as close as she could without stepping on any of the pages. Close enough that she could see what was written on them in her daughter's neat handwriting. Some of the pages she recognized. Those were the ones that she'd seen before she left that morning, like the checklist by Gwen's right elbow, even if she didn't know _why _some of it was splashed in red now and there was new writing at the bottom. As for the rest of it…

There were more lists and a party schedule that had enough red and green on them that looked like a Christmas tree, even though the colors made Lili wince. Those were pushed off to the side, while the papers right in front of Gwen were all upside down except for the one right in front of her. That _must _have been the one Gwen was working on right before she fell asleep unless there was another one under her arms Lili hoped not, because she was sure that it would be a touch too damp to read if there was.

It was just a mash of words. Gwen hadn't even touched it with a highlighter, and that was _amazing. _

There were so many times that Lili was glad that she taught her daughter her old way for taking notes, but never when the girl got like _this, _when she started marking every _thought _with them. It didn't happen often, but when it did the only thing they could do was take the highlighters away before everything was a color - or worse - a muddy brown when she couldn't decide.

Take the highlighters away and stroke her hair until Gwen finally opened up about whatever was bothering her.

Not that _that _always worked. It hadn't last summer. She still didn't know _how _Gwen found out about the summer trip that Max was taking Ben on, _she _certainly never said a word about it. Not even after Max stopped by just so he could talk to her and Frank about it before he asked their Pumpkin along, too. The dear man seemed so excited as he told them all about the trip that it almost broke her heart when they had to tell him...

No, her heart _did _break, and she knew that Frank's did, too, but it just didn't make any sense. As much fun as seeing the country might have been, a whole summer was too much. And a summer with _both _of the kids? That was…

That was just _crazy. _Maybe if he'd taken them one at a time for a month, but _both? _Max looked just as heartbroken as Lili felt as they explained that to him, and that Gwen already had plans. If it was anyone else, she would have thought that Max had gone behind their back and told their daughter, but it was _Max _and he'd never.

But she still found out about it somehow. Maybe she'd just heard her daddy talking about it one night like he kept doing when they were sure that Gwen was asleep, or maybe Ben…

It didn't matter. Not when she started finding Gwen just like this, asleep with schedules and notes all around her. At first it was just marking things like Science Camp on the calendar, then it was her planning out every day, and then every hour like she was trying to pack in as much fun as possible in the summer. Like you can plan _fun._

Not that they could make Gwen understand that. That was why…

The notes were neat and orderly and piled deep on the desk in Gwen's room when Lili finally went through them while her daughter was at school. She didn't even know what she was looking for besides some clue, and she almost missed the one she did find.

She didn't think much of it when she found the map. She'd even tossed it away at first, but when she didn't see _anything _else, that was when she finally went back and opened it, or tried to anyway. The thing was _huge_. It covered Gwen's desk by the time she was done and it looked like it showed off every spot that was even a little bit interesting in the country, all the way down to the four different places that all claimed that they had the world's biggest twine.

And they were all lovingly highlighted. Gwen had even gone over the roads with a pen like she was working out the best plan of attack for a trip she wasn't even supposed to know about. That was worrying, but nowhere near as much as the fact that the map was falling apart along the folds like someone had opened it a thousand times.

That map sent her right to her husband when he got home. It made him join her the next day when they went to talk to the school counselor and told her everything. She still remembered how the woman looked as the last of the story spilled out from Frank's lips, and the worry in his eyes as Lili squeezed his hand.

That and the way the woman looked at them from over her cupped hands before she just laughed and said, 'I think that Gwen is just jealous. You should let her go. It sounds like fun.'

Max asked Gwen the next day, and they were gone a week later and so was all of this when she came back. Until today. Things hadn't gotten this bad even during those horrible few weeks after they got back when the girl missed her Grandpa so much that she let everything else slide.

"What are you jealous about now, Silly Bean?" Lili asked as she stared into her daughter's hair, the words barely more than a breath so she didn't wake the girl up. Not that Gwen would have admitted anything was wrong even if she was awake. So she did the next best thing and set the box and bag down so she could lean in and learn what she could from the mess of words.

Not that it was much. The notes were all upside down, but Lili couldn't imagine the words making any more sense right side up. They weren't even _sentences_, just short little notes that were all nonsense. - **Draw mana? Draw it from **_**where? - **_**-need more Lima Beans - - need to reread page 134. Is that what happened at the harbor? - - That… That can't be right. How do you ask a **_**plant? - **_

Lili just shook her head as the nonsense words just made her worry more. She thought that Gwen was finally getting over her fever when she left, but if she hadn't. If it was getting _worse… _

That thought knocked her back on her heels as Gwen let out another snore, a soft one that almost sounded normal again. Lili stared at the girl in purple pajamas and thought about the cough syrup in the bag next to her even as her eyes went the clock on the wall. "Hurry home, honey," she whispered to herself. Frank could carry her back to bed. He'd done it before, and Gwen didn't fuss nearly as much with him.

Unless she should just wake her daughter up now and give her the medicine she probably needed. Lili felt a fingernail brush her lips as she thought before she made herself drop her hand back down to her side where it brushed against the pharmacy bag she'd just set down. Not hard, but enough that the bag rustled and that was all it took.

That was all it ever took lately.

Gwen woke with a jolt as she shoved herself up and away with wide eyes. She looked ready to dash off before those green eyes froze and the girl croaked out, "Mom? When did you get home? Why are you sneaking around?"

"I did not 'sneak,' Gwendolyn," Lili said with a sniff at the very idea. "I just got back and found you lying here sound asleep with this mess all around you."

Gwen blinked and had the grace to blush just a little as she looked around, but not enough that she didn't talk back. "I wasn't _asleep_! I was just resting my eyes for a second!"

"You were supposed to be resting _all _of you, Gwen," Lili sighed as she stared at her daughter and the dark circles that were still under her eyes. "What was so important that you had to - "

"Just stuff! You didn't touch anything, did you? Where's…?" Gwen asked, the words bursting out of her before she pounced forward. Lili had been right after all, she was lying on something, but it wasn't a piece of paper. No, it was that old book that Max gave her for Christmas. It was a good thing, too, the old leather cover took a little dampness so much better. Better than her daughter did anyway. The girl made a face and grabbed the last tissue out of the box as she dabbed at the damp spot in the leather. "Ewww…."

"That's what you get, you silly thing," Lili said without any heat when her daughter stopped trying to dry the book and just started shoving the papers into it instead. Not that the mess mattered anywhere near as much as the girl's health. "Why aren't you in bed? You're _sick_. I knew I shouldn't have left! What was so important that you - "

"I'm _fine!_ I - !" Gwen shouted even as she sneezed and reached for the empty box and settled for the damp tissue that was still in her hand.

"Ladies don't shout or interrupt, Gwendolyn," Lili said as an edge made its way into her voice. she wished that they didn't lie about being sick, either, but that never made the list. No, real ladies carried on, a lesson her daughter learned all too well, "but since you're awake, come on. I picked up some more cold medicine from the pharmacy."

Gwen made a face at that, a face that vanished in a grin as her eyes started darting around again. "You're back… You're back! Did you get it? You said you - Yes!" Gwen said as she somehow found enough energy that she tossed the tissue into the trashcan and bounced to her feet all at the same time.

"I said I would, didn't I? But we can worry about that after you take your - Gwendolyn!"

Her daughter didn't listen to a _word _before she darted across the floor. Lili should have at least said something about how rude that was, but she was spellbound as she watched her daughter's feet find the spots between the pages. The steps were so graceful, so sure that Lili could almost hear the classical music playing for her little girl, that she could almost see white slippers on her feet instead of socks, that she was on a stage instead of in their living room, and that there was a tutu in the box instead of a…

"Sensei didn't give you any trouble, did he?" Gwen asked, the question breaking Lili's train of thought. That one and all the others that followed in a rushed babble that only happened when she was excited or nervous. "I counted right, didn't I? I'm sure I did, but I wasn't sure if I got the tax right and if I didn't I'll pay you back. You didn't open it, did you? You said you wouldn't!"

"Calm down, Gwen. You're going to pass out," Lili murmured as the stage vanished again and worry took its place. Usually the babble was cute beyond words, but this was the most that she'd heard Gwen say in _days_. That worry was what made her grab up the box just before her baby girl could. Grab it up and hide it behind her back with one hand as she held up her other.

"Mom!"

"You can have it in a minute," Lili said, calm in the face of Gwen's outrage. "Now, hold still so I can check your fever."

Gwen stopped stomped her foot at the words. "I told you, I'm not sick!"

"Humor me," Lili said and her daughter did with a sigh of her own, but at least she didn't roll her eyes so Lili held her tongue as she pressed her palm against her daughter's forehead.

It stayed there for a whole second before Gwen bounced back with a betrayed cry. "Your hand is _freezing_!"

"Do you want me to get the thermometer?" Gwen made a face that flashed by too quickly for Lili to say anything and her eyes went back to the box before she stepped forward again. This time she stayed still, even if she gritted her teeth like this was the end of the world. "Your fever broke," Lili said, just a little bit surprised, "and you don't sound stuffy anymore."

"Because I'm not - !"

"Gwen..." Lili warned and her daughter wisely stopped right there as she went through the rest of the mom checklist and didn't find a thing. If it wasn't for the fevered gleam in the girl's eyes as she kept looked down at the box or the way she kept fidgeting she would have thought that the worst was over.

Instead her stomach felt more twisted than ever as she held out the box for the five seconds that she could before Gwen snatched the white box up. "Thank you! Did - ?"

"I didn't see your Sensei, Gwen, but Mrs. Yamamoto didn't have any problems with your math," the woman hadn't even opened the envelope that Gwen gave her to pass on, "and I didn't peek at your new gi."

She had, curiosity made her, but Gwen didn't need to know that.

"_MOM_!" Gwen shouted in horror as she snatched the box away and pulled it open. It only took her a second to find the card that was lying on top of the white uniform and less time than that before a grin spread across her face.

Lili wished she knew why. The note was only six words - **All is as you intended, Tennyson-san - **and she'd been wondering about it the whole drive home, which was another thing that her daughter didn't need to know. Not when she kept forgetting everything that she _should._ "Ladies don't _shout_, Gwendolyn, you know that. And honestly, it's a dojo. What else would you be buying?"

"I - " her daughter started, her face twisting into a scowl for just a moment before she hung her head as she put the note back and closed the box. "I guess you're right. I'm sorry."

"Head up," Lili said with a sigh as she brushed her finger against the girl's chin. "That's better, you Silly Bean. I just don't know why you needed a new one. We just bought you one a few months ago and it looked fine the last time I washed it." Not as fine as a tutu would have been, but if she did occasionally still daydream about her daughter spending her time learning how to really dance instead of learning how to be a brute…

Well, that was her business and no one else's.

"I earned my orange belt in that gi," Gwen said as she hugged the box to her chest. "I wanted to frame it, and it didn't seem fair to make you and dad buy a new one just for that."

Those words sounded like the truth, but sounded wasn't enough.

Her daughter couldn't tell a lie to save her life and every time she tried it was written all over her face. A face that Lili studied now as she waited for Gwen's eyes to dart away or the soft indent to appear in her cheek as she chewed on it or any of the other signs that she knew so well, but there weren't any.

Everything Lili knew said that her daughter's words were true. Everything but the same little instinct that made her look this way to begin with. "That's all?"

Gwen shrugged and looked so innocent as she said, "I think it'll look good."

Too innocent. "You should have just said something. We would have bought it for you. You didn't have to spend all your Christmas money." She knew how thick the envelope felt, and even with all the extra chores that her daughter begged for there was too much in it for it to be anything else. "Let me call your father. He can stop by the ATM and - "

"No!" Gwen said as her eyes shot open. "I want it to be all mine! It's important!"

"It's just clothes, Gwen."

"It's important!" Gwen almost shouted again before she caught herself. Then she closed her eyes and lifted her chin just a little. "You can buy the next one."

"What an offer." Lili said with a shake of her head and a small smile. Something was definitely going on, but there wasn't anything she could do about it now. So her eyes went to the papers on the floor all around them. "I thought I told you to take it easy today."

Gwen flinched a little as she knelt and carefully set the box down so she could clean up. "I did!"

"This doesn't look like taking it easy."

"It's just the plans for my party," Gwen mumbled as she slipped the loose sheets into her book. Even the crossed out ones.

"Gwendolyn, ladies don't mumble," Lili sighed, "and I remember helping you make those plans. They didn't take up this many pages this morning."

Gwen at least had the grace to blush as she looked around. "I might have made a few… adjustments."

Lili tried to take it all in again even as she felt an eyebrow inch up with worry. "_Some_ changes?"

Gwen's nodded as she knelt down and started scooping up papers like she was looking for a special one before she just shoved them all into the journal and took a breath. "I thought of a way to make my party so much - "

"Oh! I have news about the party, too," Lili said as she suddenly remembered. She felt guilty for forgetting about it, and worse for bringing it up now, but it was more important. Bad news always was. "I'm sorry, Gwen, but - "

Her daughter just stared at her for a heartbeat before she shook her head and reached for her red highlighter with one hand as the other darted over different pages in a calm panic. "The bakery couldn't make my cake? There's still time to order from - "

"The cake is just fine, and so are the rest of the snacks. It's just…" Lili eyed the couch for a second before she sighed and sat down on the floor next to Gwen instead. Manners kept her quiet as she tucked her feet under her and carefully pulled the hem of her dress down to her knees. All of that also gave her some time to think of the best way to break the news. "I ran into Andi at the bakery."

Her daughter's hand froze over the pages, and her voice sounded so off as she asked, "Did they have a good Christmas?"

"A little too good, in my opinion," Lili sniffed before she sighed. "I'm afraid that Marci won't be able to make it to your party. Her father decided to surprise the family with a skiing trip before school started up again and - "

She waited for Gwen to freak out. The girls might not see a lot of each other anymore - and maybe, just maybe that was her fault and _that woman _was right about all the clubs Gwen was in - but Marci was still Gwen's best friend. She remembered being Gwen's age and she knew just how crushed she would have been if one of her friend's couldn't come to her birthday.

But she'd never been as mature as Gwen was. She would have thrown a fit, but her daughter just nodded as she made a little noise that she must have learned from her mormor, because it sounded just like the noise Lili heard so often when she was growing up_. _"That's too bad, but it sounds like she'll have a lot of fun."

"It's okay to be upset, Gwen," Lili sighed. She watched Gwen find the guest list and run the red highlighter over Marci's name. It must have been running low, because she did it again a second later. "Andi knows when your birthday is and how much Marci enjoys your parties. They always make it." She waited for Gwen to get upset, and when she didn't Lili just knew that she had to. She eyed her purse as it sat there on the little table in the hall and thought of the cell phone waiting inside. "I was just shocked when she told me. I'm sure it was a mistake and one call will straighten - "

"It's okay, Mom!" Gwen said as she reached out and caught Lili's hand just as she started to get up, and Lili jumped at the surprise touch. "I understand. I mean, she was okay with me missing her party."

Lili thought back and sighed, "Your trip," as she settled back down. Marci's birthday would have been right in the middle of it.

"I think I was in Yellowstone that day," Gwen said with a nod. Then she got a far away look in her eyes as she grinned. "It felt like Marci was right there."

"It's no wonder. I remember how Andi went on about it after their trip," Lili sighed as she thought back. The woman had been so excited to show off every picture she'd taken, and they all made the canyon look even more beautiful than Lili remembered. Then her eyes went to the bay window and the rain that was still pelting it. "I can't blame them, either, not after this weather. It's probably snowing in the mountains right now. It must look lovely."

Gwen shifted so she could look too, and she sounded wistful as she said, "It would be nice."

"It always was," Lili said and she smiled as she remembered her last trip. The white blanket over everything, chasing her brothers around as they had a snowball fight - even if both of her older brothers were college graduates and it should have been beneath them - and the sky that seemed to go on forever. "Pappa always loved the mountains at this time of year, when the snow was fresh. He said it reminded him of home." She chuckled because she always found her Pappa in the same place when they went to the mountains, sitting in the lodge with a big cup of hot chocolate in his hands. The only time he ever went out in the snow was when they walked to the car and back. "I think he liked it best when he was just looking at it through the windows, but the rest of us… I used to be so good at skiing."

"You were?"

"It was like flying down the mountain. You haven't lived until you feel the wind against your face and you see the world racing by." Her eyes went to the window again and she could almost see the snow again. She could see it when she loved it the most, when the sun was just starting to rise and the white snow caught every color. "If it was just a little bit colder here, I would have taught you how ages ago. I always wanted to." Lili stopped and blinked.

It was a dream she'd always had, racing down the mountain with her Silly Bean, but it didn't _have _to stay one. Not after how quickly Gwen had picked up ice skating at the rink. One good weekend would be enough. Money was tight after Christmas, but she was sure that they could make it work. And if they were going...

"I can call up your morfar and mormor right now. It's too late to go before school starts back up, but I'm sure we can work in a weekend sometime before the season ends. They would love to be there for your first time in the mountains."

She expected Gwen to jump up again and she braced herself for the hug and the avalanche of words that came with every adventure. Throw in a visit with her grandparents and she was sure that her daughter would forget all about whatever drama she was making with her birthday party plans.

Instead Gwen ducked her head and grabbed for the checklist again. "I'm sure that they have something else that they would rather do."

At any other time, Lili would have said something about her daughter mumbling again, but this time she was too surprised to say anything but, "What?"

"Did you get a chance to check on the gift bags? Don't you remember last year? We had to go to three different Hallmarks to find enough and I'm _not _going through that again."

"They're in the car," Lili said, still shocked as she watched her daughter nod once and reach for the green highlighter. She shook the shock off and grabbed up the highlighter before Gwen could and tossed it away.

"Mom! I need - !"

"Your morfar might be busy at the firm and your mormor always has some social engagement, but you know that they'd make time. They're making time to come for your party, aren't they? Why would you say that?"

"I don't know."

"You must have some clue, Gwendolyn, or you wouldn't have said it."

"I didn't mean anything," Gwen said as she gave the highlighter a desperate look and her fingers pulled at the thick carpet. "I just… they're always busy."

"Gwendolyn Rose Tennyson..."

Her daughter went pale, but she still didn't answer. Lili watched her eyes dart back to the checklist. "The balloons?"

"Are taken care of. I helped you make that checklist and I know everything on it as well as you do. Now, stop stalling. Why would you - ?"

"Why would they want to spend time with a plumber's granddaughter?"Gwen said those words so softly and they hit so hard.

Lili just stared at her daughter. Christmas. Of course she was still upset about Christmas. "Gwen..."

"It's stupid. I told you it was stupid. It was just…" Gwen said, her eyes locked on the carpet even as she started to push herself up, pausing only to grab up her journal. "Forget it. I left the real schedule in my room. Give me a second to get it because there's something that I wanted to ask - "

"They don't…" Lili stared at her daughter as she got up. She wanted to reach out and grab her before she could go, she knew that if Gwen got to her room it would take hours to coax her out again, but shock wouldn't let her. As it was Gwen almost made it to the hall before she could say, "Gwen, your aunt and uncle... They mean well, but they don't know what they're talking about."

Gwen stopped in her tracks as she hugged her book to her chest. "I know that. Of course I know, and of course they don't, I mean, they raised _Ben, _what do they know about anything?" Gwen said and it almost sounded like she was agreeing if there weren't tears behind those words. Not that she would ever cry. She hadn't in years and years. Lili couldn't even remember the last time her daughter had. "Speaking of whom, there really is something that I wanted to ask you about - "

"You don't know," Lili said and she couldn't help the frustration that came from hearing that dodge again. Gwen always acted so mature. It was so hard to remember that she wasn't even eleven yet until she started acting like this. "Because your father and I never told you. It was a long time ago and we just stopped thinking about it. I thought everyone did."

For just a second, Lili was sure that Gwen was about to break her streak as she whispered, "So it's true."

"Not the way you're thinking, you Silly Bean. Come here," Lili said as she leaned back against the couch and held out her arms. Gwen turned around and stared for so long that she was almost sure that her daughter wouldn't, that she'd be telling this story through her daughter's bedroom door, but in the end Gwen did come back and let Lili hug her close. "It's not you. Your grandparents would never hate you."

"Oh good. They just hate Daddy and Grandpa, that's _so_ much better."

"Hate Max? No one could hate _Max_," Lili said with a chuckle because it was better than crying. "If you were going to listen to what anyone said at Christmas, why couldn't you just listen to him, you silly thing? Max is always right about these kinds of things. None of this is your fault."

Gwen turned and buried her head into the crook of Lili's shoulder. "I started it."

Lili felt her heart break from the guilt. "Nonsense. It was just a pet name. Your aunt overreacted. She always does that. And your cousin _is_ a doofus."

"Mom!" Gwen let out a shocked giggle at that. There were still tears in her laugh, but when her eyes were dry when she glanced up in surprise.

"I looked at all the evidence you supplied and it's compelling," Lili said, trying to copy the tone of all the science shows that her daughter loved so much, "but that doesn't mean he's bad. He just deserves better parents."

Gwen's smile faded. "Uncle Carl and Aunt Sandra - "

"Mean well, but he's lucky that he has you looking out for him," Lili allowed. She smiled as she remembered her nephew standing up to her at the end of that horrible visit, a tiny powerhouse just because Gwen was upset. She didn't know when that happened, but she was glad it did. It was almost like when they were little and - "And you're lucky that you have him looking out for you, too."

"Mom!" Gwen repeated as she hid her face in the crook of Lili's shoulder. Not quick enough though, not before Lili saw the blush start.

"You are. You didn't ruin Christmas, we did and I'm so sorry. I shouldn't have let what _that woman _said get under my skin, but that fight's been going on for years now and none of it is your fault. I know that your aunt means well, and that counts for so much, but she's still wrong."

"How do you know?"

"That they're wrong?" Lili finished. She sighed and looked down at her daughter, who was always so busy. She was so proud of her Gwen, of everything that her little girl had done, but - but she wouldn't stop. Not even when she was sick or so she could spend some time with her best friend. And Lili knew why she didn't. Lili never told her that she could, and that thought didn't sit well at all. "Maybe she isn't, completely, but look at Ben."

Gwen squirmed. "He isn't stupid. He's just..."

"Lazy. And I've known he was bright since he was a baby. I'm sure you don't remember, but I used to play learning games with both of you when you were little and he always did just as well as you."

She felt her daughter go stiff under her arm before she muttered. "I didn't say he was a _genius_."

At least some things never changed. She pressed a kiss into Gwen's hair. "He was, though. And his parents let it all slip away because they'd rather be his friend." That and those stupid _books _that Sandra always found instead of just _listening. _

"Why would that matter? We're..."

"I'd hope so," Lili said. She couldn't help her grin as she gave her daughter a hug. "It was a sweet thing that you did for your Grandpa. We were so proud of you for thinking of it, even if..."

"Even if daddy hates Grandpa?"

Lili sighed and ran her fingers through her daughter's copper red hair. It was so much brighter than hers that she was jealous sometimes and sad the rest. It was hard to see it and not remember the woman who Gwen inherited that color from. The woman who would have yelled at them all if she'd been there at Christmas - yelled and more if she'd heard the things that Frank said - and they would have deserved it, but at least they would have gotten cookies after. "Your father doesn't hate Max. It was just hard for him to grow up with his father always somewhere else, and it got harder when we had you and you started having all the adventures that he wished he had."

"That's why…? He hates me, too?" The words were almost a whimper.

"Don't say stupid things, Gwendolyn. You know he doesn't," Lili said, her voice firm because that was one thought her daughter didn't get to have, almost eleven or not. Then she pulled her silly little girl close. No wonder she hadn't been sleeping if she'd been thinking… She wished she could take back everything that happened at Christmas, but she couldn't. All she could so was try to make Gwen understand. "Your father could never hate you. He loves you so much. We all do. He was just jealous, but he was the one who wanted you to spend your summer with Grandpa to begin with. Summers now, I suppose. I didn't even think that you wanted to go. Science Camp sounded like fun."

"It would have been," Gwen allowed as she squirmed.

"But not as much?"

Gwen laughed and hugged at her journal as she finally relaxed a little and leaned back against her. "Or as educational."

"I wish you would talk about it more," Lili said with a sigh into her daughter's hair. "I would love to hear about all your adventures. So would your daddy."

And her daughter went stiff in her arms again. Lili glanced down and she saw her daughter looking back up at her like she was looking for something before she finally sighed and shook her head just a little. "It's… A lot of it you had to be there for. Like watching Grandpa grooving out."

Lili blinked and pulled away. "You saw Max _dance_? I can't even… Can he?"

"I guess," Gwen giggled and her eyes lit up, but there was still something hiding in them and Lili couldn't figure out what, "but his moves are as up to date as his shirts."

"Good Lord."

"I know," Gwen said and she settled back into the hug. "It was horrible and so much fun. Now I know where Daddy gets it from."

Lili laughed. She couldn't help it. "Your father does okay."

"If you say so," Gwen said as the smile melted away and she shivered. "Is that why Mormor and Morfar hate him?"

"They don't hate him," Lili said automatically and then she sighed. "And no. It wasn't because he can't dance. You have to understand, Gwendolyn, I'm their only daughter and your Grandparents had expectations for me. How I would live, who I would marry..."

"Ew! They know it's the twentieth century, right? Don't they look at the calendars?"

Lili laughed as hard as she ever had and gave her Gwendolyn a tight hug just for being so outraged on her behalf. "It's not like they were going to sell me off, you Silly Bean. They always had parties with the other partners and Pappa's clients and most of them brought their sons. They just thought that one of them was going to catch my eye." Her daughter gave her a look and she grinned and shrugged with her free shoulder. "I'm not saying that there weren't any cute guys there, but they all had the same problem."

"Eww…" Gwen groaned, and then she raised her chin and glowered. "They didn't hit you over the head hard enough?"

"I wish. That would have at least been _exciting. _No. They were boring. None of them wanted to do anything. Their lives were set and they were all happy with what they had. I wanted someone who I could argue with, someone who could make even the dull times seem like an adventure and those boys made adventures seem dull. It seemed like a disaster back then, but I was young and I didn't care because I knew there was a whole world out there. Not that I could see it. All of my friends were out partying in different cities and countries and I'd always get calls or postcards from them so I'd know _all_ about it. I would have given anything to join them, but Pappa and my mor put their foot down. If my friends wanted to disgrace themselves they could, but not me. I could either go to college or I could earn my own way. That was when Pappa handed me my acceptance letter from Yale and said if it was good enough for him… I was furious, but I showed them."

"You ran away?!" Gwen asked with eyes so wide that Lili could almost see her mind spinning out some fantasy life behind them.

Lili almost wished that she could see it, that she'd lived it, because whatever her daughter was imagining was probably a lot more exciting than reality. "Worse, I went to school, but I wanted to get away from the snobs I'd grown up with so I sent out some applications on my own and I was accepted to Berkeley. A public university, can you even imagine? Your grandparents didn't even know I applied and they were so scandalized when I told them. Not that they complained for long. I was doing what they wanted."

Gwen rolled her eyes and made sure that she saw. "You sure showed them, Mom. You were such a rebel."

"Hush. You weren't there, Gwendolyn. The eighties were a different time."

Gwen stared at her. "What?"

"Not even when you're older, Gwendolyn." Lili patted her daughter's knee as she fought down a flush as she remembered what she'd been like in college, even after she met Frank. She loved those memories, but they would die with her. "I thought I showed them, but it didn't take me long to realize that all the guys there were just as boring. All but one."

"Daddy?" Gwen asked in a tone somewhere between adoring and gagging.

"I was a business major and I had to take a law class. I thought it was so dull, but -" but dull or not, she still needed to pass. Not that Gwen needed to know _that _part. Just why she picked Frank when she needed help, " - but there was this boy who sat in the back of the room. He was always so quiet, but when the professor asked _anything _he was always the first one who had his hand up just like someone else we both know. And it didn't hurt that he looked so cute in his glasses… And that hair…" she said with a soft sigh and a smile.

"Mom!"

Lili smirked at the reaction and tickled her daughter's stomach for just a second, just enough to startle a laugh and glare out of her baby. "He was SO cute. And so mysterious. I never saw him at any of the parties and I always looked. I didn't find out until we started dating that it was because he was working his way through college. If he was anyone else I would have given up, but there was just something about him... I just had to solve the mystery so I finally just sat down next to him and asked if he could help me study."

"Don't tell me that he fell for _that_!"

"If he was any other boy..." Natalie said as her smile flickered just a little and she wondered just how much she could really tell her little girl. But Gwen wasn't so little anymore, and maybe - maybe she needed to hear this, too, before hormones made a mess out of everything. "No, your father was different. I was so used to boys who knew who my father was and would either lay on the charm or just started stammering the second I looked at them, but your father didn't do either. He just looked at me and asked if I really wanted to learn or if I was just hoping he'd do the work for me if I batted my eyes at him."

"You _did _that?" The look on her daughter's face at _that_ almost sent Lili dashing from the room. The girl's next words didn't help at _all. _"He _said _that?! What did you - ?"

"What do you think I did, you silly thing? I stormed off. He was lucky I didn't slap him," Lili said as she shifted in her seat and remembered just how mad she'd been. And curious. "No one _ever… _but your father was special. When I saw him again the next day I stormed right back up to him so I could demand an apology and - and then he made me realize that I didn't even know his name even though I was asking him for help. And after that…"

Her daughter's face twisted a little grin. "It was love at first sight?" A grin that evaporated when Lili shook her head.

"That would have been lovely, but no. We just studied together after that, even if he did drive me crazy wondering just where he got off… But he did help me get the second highest grades in the class and as a thank you I made him take me to a party or two while I waited for him to become as boring as everyone else. I was so sure he was, because he'd just stand there while everyone else - " and her daughter didn't need to know about anything about _that, _" - talked. Then halfway through the second party I went looking for him just so I could try to make him dance one more time, but he was gone. He was halfway back to his car before I caught up with him and I was about to let him have it when he asked…"

Gwen leaned in at that, her eyes wide and curious and more than a little confused and she didn't know it, but it was the same look that her father had given her that night. "Did he ask you to dance? Is that when…?"

"Almost," Lili sighed as she rubbed her knees and tried to ignore the little voice in the back of her head that said that this was a horrible idea. "He said I acted so different when I was around my friends than I did when it was just the two of us and he asked who I was faking it with. I could see the answer he expected in his eyes, but - but he was the only one who ever…" Lili started before she swallowed hard as she stared into her daughter's emerald eyes and tried to think of the words that would make the girl _understand. "_Everyone else just saw my pappa and his money or how I looked, but your father… He saw _me." _

Gwen didn't. Not at all. Lili knew that she didn't the second she saw the little line appear in her daughter's brow. "Saw you?"

Lili nodded and reached for her daughter's hand so she could squeeze it, so she could make the words _real. _"That's the important part, Pumpkin! It's - "

But Gwen just shook her head and squirmed away before she could even finish. "I don't… If that wasn't when you got together with daddy, then _when_?"

"That's not…" Lili started as she stared at her little girl and tried to find better words, find the magic ones that would help her Silly Bean avoid all of her mistakes, but she couldn't. Not when Gwen was only eleven. Not when she hadn't even started _noticing _boys yet. Lili felt her heart sink even as her daughter started scowling. A scowl that almost vanished as she pulled her daughter close and kissed her forehead, but it didn't hide the impatience in those emerald eyes. "That was when I realized just how smart your daddy was. None of my friends ever noticed, but he did just like he knew I could do the work, and that was when _I… _but he… We didn't get together that night, but we started spending more time together after. So much time, but I still didn't know he was interested until a couple of weeks later when we were studying together in the library. I thought that he was…"

Lili hugged her daughter close as she let the words trail off and she wondered how much more she should say. Gwen was too young for the big lessons, but maybe she could give her a little one. One that was almost as important. Besides, she wanted to see how her Silly Bean would react anyway. "I thought that he was just pulling out my chair for me when he reached down and pinched my bottom instead."

Lili felt her cheeks burn at the words as she remembered the jolt that the touch sent through her. That and the little grin on her Frank's face when she spun around. A grin that got so much bigger when she gave him her best coquettish smile back the moment she got over the shock because ladies didn't…

The moment _she _got over the shock. "Mom!" her little spitfire all but shrieked as she shoved her hands over her ears. "I _so _didn't need to hear that!"

"Yes, you do, Gwendolyn!" Lili laughed as she grabbed her daughter's hands and pulled them away from her ears. "It's the warning sign! First they're pinching your bottom and then…" she blushed at those words and all the memories that came with them and her daughter used the moment to pull her hands free, but at least she didn't run off. Considering the color of her daughter's face and the heat she felt in hers, that was a miracle all on its own, one big enough that it deserved some kind of reward. "Well, we had so much fun after that, but there was a part of me that kept thinking that he'd be a bore once I figured him out like he had me. I was so sure and then one night I was in his dorm room and he showed me his poetry. Some of the things he wrote… That was the moment I knew I'd never know enough about him. I still don't."

"Poetry." Gwen said, her voice shocked flat.

"He was so good. I tried to pester him into submitting some, but he never did. He said it was all for me."

"Dad wrote _poetry_."

Lili just smiled as she glanced up at the ceiling. Their bedroom was right overhead, and so was the hope chest that she kept at the foot of their bed. "I still have everything he ever wrote me."

"Can - Can I read some?"

Lili couldn't hide her blush at that thought. "Maybe when you're older."

Gwen looked at her with those always curious eyes and it was all Lili could do not to squirm away, and then Gwen dropped her gaze back to the carpet and whispered, "That's the real reason why Morfar and Mormor hated him? Because he wrote you poems?"

"No. No, they…" Lili felt her smile die. She'd almost thought Gwen forgot why they were talking about this. She'd hoped that she could bury her daughter in enough good memories and she wouldn't have to remember the bad ones. Maybe she still could. "We'd been together for six months before he took me home to meet the rest of his family. Carl was already dating Sandra, so I met her, too. I'm still not sure if she will ever be the best mother, but she was just what Carl needed. Max was Max and I couldn't help falling in love with him, and Verdona…" Lili swallowed hard at her mother-in-law's name and she ran her fingers through her daughter's hair again. She'd only known the woman for a few months and it still hurt that she was gone. She didn't know how Carl and Frank could stand it.

And Max… poor Max.

"Grandma? No one..." Gwen asked, her voice breaking Lili's thoughts. Her daughter's eyes were so wide as she stared up. So wide and so curious that it hurt. "No one talks about her. Not even Grandpa. I thought… Was she nice?"

"Nice?" Lili laughed as she kissed her daughter's forehead and she pulled the girl close when she saw the worry in Gwen's eyes as her daughter clutched the journal to her chest and she knew that the laugh went down the wrong way. "Did you really worry that she was an ogre, you Silly Bean? That's not why… I hope that you never have to learn this, but sometimes the best memories are the ones that hurt the most."

And there were so many good memories that Lili ached when she thought of all the ones that they'd never have. She'd spent so many days in Verdona's kitchen as her new mother taught her how to cook and the woman went on and on about the girl that she'd been so sure that Lili would have one day. They made so many plans…

"Your Grandma never got to meet you, but she loved you so much, Gwendolyn. She was so smart, and the second you walked through the door she would do anything to make you feel at home. She took one look at me and told me I was a Lili and it sounded so right... But nice? She was so quick and clever, but she never could suffer fools well…

"Your aunt and I used to joke about the Tennyson temper, but it was really from Verdona." She looked down at her daughter and she wanted to laugh and shudder at the same time. "You remind me so much of her sometimes, Gwen, but especially when you get mad. You and Ben both. She was a terror when someone she cared about got hurt."

"Go Grandma," Her daughter grinned a proud and fierce grin at that. Lili could almost see the questions bursting to life behind Gwen's eyes. Her baby was right, they never talked enough about Verdona, but they should. Her mother-in-law deserved to be remembered. She would have to talk to Frank when he got home. He had so many stories about his mom and she knew Gwen would love them all.

Then one of the questions finally escaped from Gwen's brain, and it was the last one Lili wanted to hear. "When who got hurt?"

Lili sucked in a breath and rambled, "Oh, your dad and your uncle, mostly. They bounced all over the place when they were growing up before your Grandpa settled down here and that's never easy for - "

Gwen sniffed and glared. "Natalie Isabella Larrson!"

Lili jerked at her whole name and glared back. "You little brat! Where did you learn that from?"

"You!" Gwen said happily.

"I should send you to your room until you learn some respect," her Lili muttered in a fake rage. Then she reached up and ran her fingers through Gwen's hair again. "But I guess I was. Your Mormor and your Morfar… They didn't approve. Especially not when they found out what Max did for a living."

"Grandpa..." Gwen asked and Natalie saw the fire building in her daughter's emerald eyes.

Lili knew that fire, she'd seen it before almost twelve years ago in eyes that were only a few shades darker, even if she'd seen it through tears. It was another memory she hated and loved, that second she'd been so sure that her soon to be mother-in-law was mad at her as her own parents were and that she'd cost Frank his family, too. That worry only ended when the woman scooped her up in a hug and spent the next half hour muttering the most polite series of profanities that Natalie ever heard, all of them aimed at her parents. She should have tried to defend her family, but she was too busy switching between laughing and crying.

She knew the fire, and she knew that she needed to stop Gwen before history repeated itself.

"Max, he… I'm sure that you don't know this, but he was almost famous once and my parents remembered his name. They didn't understand why he was a plumber now when I was telling them about your father's family. They thought…. I know that he did what he had to for his family. I think he even enjoyed his work, even if I never understood why…" Who gave up going to the moon just to be a plumber? Honestly, she'd been sure that it was just a coincidence when her parents mentioned it and Frank swore that it was when she asked, but she knew his tells by then. It took her days before finally admitted that it wasn't a mistake, his father was _that_ Max Tennyson, and she believed him when he said he didn't know why. Not that it stopped her from wondering. She wasn't even speaking to her parents when she finally broke down and asked Carl and Sandra, but they weren't any more help, and when she finally just asked Max…

All he said was that he'd done what he had to. Still, it wasn't like he was an ordinary plumber. Not with the places he got called away to. They'd talked about it a few times, the four of them. The last time was when the babies were just a month old and the whole family ended up at Carl and Sandy's somehow. Their first apartment was a tiny one bedroom unit and the four of them collapsed on the bed and spent the night tossing out theories in a sleep-deprived daze while Max sat in a recliner in the main room with Ben in one arm and Gwen in the other and all three sound asleep.

They came up with so many theories, which started with the man wearing a suit and hunting Russian spies and only got wilder as the night went on. It was crazy, but it was so much fun. At least it was until Carl ended it when he gave the door a look and suggested that Max might have some kind of PTSD from his time in the war, that he left NASA then and disappeared now because he'd seen too much. They would have yelled at him for ruining the game, but he looked so worried...

In the end it didn't matter, not as long as Max always came home, not as long as he knew that he always had them.

"I'm not sure that he enjoyed it," Gwen said as she made her thinking face, "but he knew it needed doing."

Lili felt her mouth drop as she looked down at her daughter, who was sitting there with her finger on her chin and the little line between her eyebrows that she only got when she was thinking hard. It was the biggest mystery in the family, so _of course_ he'd talked to Gwen about it. "Do you know why?"

Gwen's eyes went wide at the words, and then they went back to a scowl. "I know that you're still stalling."

Lili just started and she felt so sure that she was so close before she shook it off. Of course Max didn't tell her. He didn't tell his sons, there wasn't any way he'd tell his grandchildren. And she was stalling. There was so much about what happened that her daughter never needed to know and she needed to figure out what she could say. "My parents, they didn't… they knew that starting lawyers didn't make much and they were worried that your father couldn't take care of me. Then they found out who Max was and they didn't think that he was… dependable. That and they were afraid that your daddy was just after my Pappa's money. It happened before with your uncle Lucas and a sl- a woman he was seeing. Pappa… Pappa wrote your father a check and said he could have it if he disappeared."

Gwen sucked in a breath at that and pulled her legs up to her chest. Lili looked down in worry and saw that Gwen had her eyes closed tight and she could have sworn that she felt a soft breeze brush against her face. She shot a glare at the bay window by the front door that _always _gave them trouble before she forgot all about it when Gwen opened her eyes and asked in an oddly calm voice, "What did daddy do?"

"He tore it up, right in front of Pappa, and then he told Pappa off. I think Pappa liked him a little bit more after that, but it didn't convince him. And then…Well, we found out about you."

Lili knew just why her daughter's eyes got so wide even before the girl blurted out, "I was born five months after your anniversary!"

"Took you long enough to figure that out, Silly Bean," Lili laughed. She wished she didn't have to stop. That she didn't have to remember what happened next. "I went home as soon as I found out. I was so excited and so scared and I just wanted my mor… She - she begged me to come home. She said..." The words died in her mouth. She wished she didn't remember that fight, that she could forget the sounds of her mor weeping and screaming at her that she'd ruined her life, that she'd screwed everything up. And she wished that she'd said something that made her mor understand, that calmed her down before…

"Mom?" Gwen asked, her eyes wide with worry and thought.

"I'm fine," Lili said as she wiped her eyes with her free hand. Then she leaned down and kissed the top of her daughter's head again as she hugged her close. She knew that her mother was just desperate and scared, but…

But her Gwen was never a mistake, and she couldn't imagine a life that didn't have her daughter in it. Even if she was far, far too smart for her own good. "They do hate me," Gwen whispered as she snuggled in even closer and pressed her face into the crook of Lili's shoulder.

"They don't… They weren't happy with me after that, and I wasn't happy with them. They told me that if I was so sure that Frank could support me then I didn't need their help anymore, which was fine because I didn't want it. They didn't even…" Lili swallowed hard. "Your uncle Liam was the only one who came to our wedding. On my side anyway. Everyone on your father's side came, even Vera, God bless her. Everyone but Max. And no, wipe that shocked look off of your face, young lady. Of course he approved, but that's the danger of depending on the best when the whole rest of the world needs him, too.

"I had so many dreams about my wedding. I used to plan it like you plan everything, Gwendolyn. If we invited everyone I was going to we would have needed to book a cathedral because a church would never be big enough, and the party after would be the event of the year. I never imagined it would be in my mother-in-law's backyard with a minister that Max knew because Max knows everyone. I never thought it would be my little brother who would walk me down the aisle. And do you know what?"

"What?" Gwen asked, her eyes glistened as she looked up, but there still weren't any tears. Her daughter was stronger than she was.

"I wish that Lucas and Elias had been there, and Mor and Pappa, but besides that I wouldn't change a thing. Not even having Sandra as my maid of honor. We were a sight. Neither of us were showing much yet, but our hormones were out of control," Lili grinned at the memory. She hugged the other woman so close after they finished getting dressed in Verdona's bedroom as they both cried and Sandra sobbed out that they were sisters now and that they'd be friends forever. It was so much of her usual nonsense, but it was nonsense that meant the world to Lili then. Lili felt her stomach twist with guilt because she knew that Sandra meant every word. She stayed at Lili's side when everyone else disappeared even though they'd only known each other for weeks. She meant those words then and Lili didn't know when that changed, but it had. Lili felt her eyes burn with tears at the thought and she didn't bother to wipe them away. "We almost thought it would be a double wedding, but Carl and Sandra never were ones for waiting. Or doing things the proper way."

She thought her little girl would laugh at that, or let out the same soft sigh she did every time she saw a kitty, not go ramrod straight in her arms or spit out, "So Aunt Sandra and Uncle Carl were there, but Mormor and Morfar couldn't be bothered?"

"That's not - !" Lili tried to deny it, but they were the same thoughts that went through her mind as she stood in that backyard years ago.

"Why do you want me to spend time with them?" Gwen asked as her anger melted away into a puddle of misery. "They don't want to. They just have to."

"They didn't come to my wedding, but they were there the day you were born," Lili said with a sniffle. "Your daddy was in the delivery room with me, and Sandra and I promised that we would be there for each other after your grandmother…" She wanted to say the word. It was just four letters and it happened so long ago, but she couldn't. She knew that the second she admitted that Verdona was gone, it would be true. "We promised, but we never thought we would both go into labor at the same time. Your aunt was in the room right next to ours and I'd hear her… Every time she screamed or cried I just wanted to go to her, but then I'd have a contraction, too. Your daddy tried so hard, but he wasn't… I wanted… And then Mamma came rushing into the delivery room. They knew when I was due, and they'd been staying in a hotel that whole time waiting. I didn't even know they were in town, but Max did and he called them the second he heard."

She didn't know how her father-in-law knew and she didn't care. She just knew how happy she'd been when she saw her Mor come through those delivery room doors. Her mother took one look at her and Frank before she broke down in tears and just kept saying she was sorry. And Pappa... "Pappa cried the first time he held you. I'd never seen him do that before. They might have been mad at us, but they've always loved you. Never doubt that."

Gwen looked at her like she wanted to believe her, but there were still questions and suspicion in her eyes. She opened her mouth and Lili braced herself for whatever questions came next.

Her daughter never got to ask any. "They were mostly just worried about their little girl, anyway," Frank said from nowhere and they both jumped. Lili spun around and saw her husband standing in the hall with his briefcase by his feet and a sad smile on his face as he watched them. "I can't blame them for that."

"Daddy!" Gwen said, the word a mix of delight and sadness as jumped back to her feet and ran over to her father. Lili smiled as she watched her daughter all but tackle her daddy in a hug. Then she had to hide her laugh when she saw Frank grin at her as he snuck his hand up from their daughter's back to the nape of her neck and pressed his palm against it. "Daddy!" Gwen squealed as she bounced out of his arms. Lili was sure that their girl's were covered in goosebumps now as she stomped her foot at him and growled, "That isn't funny!"

"Every time," Frank said with a happy smile that only got bigger when Gwen shoved him. He made for another grab that Gwen danced away from before he shrugged and walked over so he could give Lili a kiss before he settled on the couch.

Lili thought about getting up and snuggling next to him, but she was comfortable so she leaned against his leg instead. "How much did you hear?"

"Enough," Frank said, "but I didn't want to interrupt. I take it that our Pumpkin is feeling better?"

"I'm not sick!" Gwen said even as she sniffled. Then she came over and sat on the arm of the couch, still careful to stay out of her daddy's reach. "Is it true?"

"About your grandparents? Your mom left out a few things, but yeah."

"Not that," Gwen said with a wave of her hands, even if it so obviously was. "About the poetry!"

"Ah," Frank said, and he tried so hard to look mad as he glared down, but Lili knew better, especially when he reached out and pushed a lock of hair back behind her ear. She shivered at his touch just like she always did and he grinned because he knew it. "I'll plead the fifth on that."

"So it is true," Gwen said, already thinking as her eyes went to the ceiling.

"No snooping," Lili warned with a shake of her finger.

"I promise," Gwen said before she hugged herself. "And you don't miss it?"

"Well, it is right there whenever I want to read it again. And I do know the poet," Lili said with a wicked laugh at her husband's sigh.

"Not that," Gwen said with a wave of her hand and then she looked so uncertain, like she was trying to pick out the right words. "The… I know how Mormor and Morfar live. You don't miss it?"

"Sometimes I miss my horse, Buttercup," Lili allowed as she looked up at Frank. He lost his smile and she knew that he always worried about this, that he'd taken her away from some great life. He was foolish sometimes because she had everything she ever needed. And then her smile faded, too, as her eyes went to her daughter. Her brilliant girl who thought far too much about everything and felt the same worry that she'd felt every morning since she had that fight with her mother; that her Mamma was right; that they would do their best and they would still let their baby down; that they would never give her the life she deserved. Frank worked so hard and they sacrificed so much so that Gwen would have everything that Lili had grown up with.

Everything that she'd had and never even thought about until she held her baby for the first time.

That was why… She hated thinking about Christmas and the nonsense that came out of Carl and Sandra's mouth. Everything she did was for Gwen. _Everything _that _they_ did. Carl and Sandra knew her better than _anyone _but Frank, they knew _everything _that she went through. They were _there _when she made her choice. How could they even _think_ that?

And it wasn't just something Carl said because he was mad - that would have been horrible, but people say horrible things when they were mad and she could understand it. No, he looked too sad when he said it, like he'd been thinking it for a while, like he thought it was _true. _Lili stared at her little girl as her head sank down against her husband's knee. She _wasn't…_

She _didn't…_

Gwen's eyes were just starting to get bigger as she stared when Lili felt fingers run through her hair again and she shivered even as she hugged her man's leg closer. Some of the worry melted out of their daughter's eyes and the smallest smile started on her face.

Carl and Sandra could think what they like, _she _made her choice years ago and she never regretted it. Not for a second. She would make the same choice today, and as much as it would hurt she could live with it if she never saw her parents again as long as it meant she had her daughter.

Her parents knew it, too, not that it mattered anymore. It hadn't since that day eleven years ago. If anything…

Lili brushed her fingers through her daughter's fiery red hair and hid a grin because Mama was already making noises about Gwen's sixteenth birthday party. It wouldn't have mattered if she wasn't, they would have done their best like always, but their little girl deserved a proper debutante ball. Gwen didn't know it yet, but it was going to be a birthday she'd never forget.

That thought made her smile but it was the way Frank blew a kiss at her when she looked up that made her happy. She hugged his leg again with one hand as she held out her other arm and Gwen must have still been worried because she ran over and snuggled in without a word. "There are more important things than stuff, Gwen. Like making your own life instead of waiting for someone to hand you something. None of the friends I grew up with ever understood that, and they'll never know what it's like to build that life with someone you love. I know that you don't understand it yet, either, but I hope you do one day. When you meet the right person."

She could see Gwen thinking, not that it was an unusual look for their daughter. "What if you and daddy hate him, too?"

"What if?" Her husband asked, his face deadpan as he reached over and brushed a hand over her hair. "You don't have to worry about that, Pumpkin. I already do."

"Frank!" Lili said as she smacked his calf with her palm. He didn't even have the grace to look sorry. He just smirked down at them both until she finally rolled her eyes and gave up on him so she could focus on the only other person in the room with sense. "Your father will hate anyone you bring home, Honey, but I'll just dislike them thoroughly." Dislike was okay. She knew how special her daughter was and if someone tried to take advantage she'd be there to help her see sense. She knew that Gwen needed that, but…

But she would never say the things that her mother said to her. She would never do that to her daughter.

"Mom!"

"She _is_ feeling better," Frank said, and for a second Lili just thought he meant that because of all the yelling, but his eyes were on the carpet and all the papers that their daughter never had a chance to scoop up. "I thought I had a busy day at the office, but I think my girls have me beat. How is the invasion of Normandy going? Are all the plans ready?"

"Daddy!" Gwen said as she stood up just so she could stomp her foot and it looked so cute that Lili had to fight a giggle. She must not have fought hard enough, because her daughter followed that up by crossing her arms so she could properly pout. "It's not that bad."

"I can't see the floor, Pumpkin. I stand by what I said."

""You have no idea, Frank, it's _ridiculous_."

"You don't get a vote! You helped me make them!"

"So I know how many there are."

"I'm going to allow it, Counselor," Frank said and he made a show of reaching over and knocking his knuckles on couch cushion. "Seriously, though. Is everything set?"

"All set and paid for. We just have to pick the food on Saturday, but besides that we're _done,_" Lili said. At least her cold day in the rain accomplished that much. She looked at Gwen and waited for her daughter to triple check the checklist before she agreed.

But Gwen didn't move for the papers. She didn't even look at them, or at her parents. "I want to make a change!"

"Of course you do," Frank said with a laugh like he expected this.

Lili just stared. "You were serious? I thought you were just - "

"I want to borrow Ben's Gamestation!" Gwen said the words in a rush, like she was worried that if she didn't say them now she would never get the chance. And once she got those out, the rest came tumbling after. "It'll be fun! We can have Sumo Slammer tournaments and I can beat Ben again! I'm sure he'll bring it if I ask and I'll have plenty of time when I'm at his birthday party."

And Lili felt the surprise jolt through Frank's leg. "Ben's party?" He asked as his eyes went to hers.

It took Gwen a second to realize he wasn't asking her. "What?"

Lili glared up at her husband, who wouldn't meet her eyes because he knew she was _right_. They needed to apologize to Ben and his parents. Sandra and Carl were just as much to blame for what happened, but that didn't mean that they shouldn't. And Max. Good Lord, Max. He looked devastated by what Frank said and he didn't deserve any of it. They didn't have any excuse and Frank knew that just as well as she did, but she saw the hurt still in his eyes and sighed. They would, after a little more time. She looked at their daughter, who was standing there with her arms crossed and a confused look on her face, and sighed. "We just weren't sure that you still wanted to go. We know how bored you get, and…"

"And it would be okay with us if you want to skip it this year," Frank finished.

"What?" Gwen jaw dropped. It actually dropped. Gwen stared at them, her lips making words that she didn't say before she stamped her foot again and let out a, "But you always make me go!"

"Because that's what you do, Gwen, it's proper." So were those words, but she couldn't quite hide the unease behind them. Sure, the kids were finally becoming something like friends again, but she knew it wouldn't matter once the party started. Gwen would spend the day talking about how bored she was while Ben forgot all about her so he could hang out with the guys he always invited over, just like every year. And then they'd do it all again the next day for Gwen's party, except Ben did a lot worse things than complain when he got bored…

And she'd have to spend the whole time watching them with her husband and Carl and Sandra and it was exhausting. Lili felt a headache coming just from thinking about sitting there for hours, trying to find something to talk about that wouldn't end in a fight while they all waited…

It wasn't their birthday, but she still had nightmares about their last family camping trip, when it took all five of them to pull Ben and Gwen apart. All she remembered was Gwen howling and Ben screaming as the two tore into each other and all the band aid's that they'd needed after...

She never thought that seven-year-olds could fight like that.

It never got that bad again, but it got close so many times and a quiet day would be nice. She looked up and Frank must have read her mind, because he shrugged and gave their daughter a smile. "You're a week away from being eleven. You're old enough that you can decide if you want to go or not."

"Really?" Gwen asked and Lili nodded when she looked at her like she thought it was some kind of trick, or a trap. "I get to decide? That's what happens when I turn eleven?! I should have turned eleven years ago! Do I get to decide anything else? Is Ben's party a test? How do I pass? I mean…"

"We'll have to see how you do on this decision first, Silly Bean," her mother said with a laugh into the babble-storm, "but we could work out more."

"Really? Because I have so many ideas!" Gwen said, her smile huge as she ran over for a hug.

"Ben's party first, Pumpkin!" her father chimed in.

"I think we have our answer, Frank," Lili scoffed from over Gwen's head and she didn't even bother to hide her relief. Double relief, if Gwen didn't go to Ben's party, then maybe Ben wouldn't come to hers and everything would go to plan for once. As much as she loved her nephew, one year without stink bombs or other tricks would be nice. "I'll call Sandra tomorrow and send our regrets." If she was really lucky, she could just leave a message on the answering machine.

"Oh," Gwen said, her arms freezing as she looked up at them both, "but I want to go."

Of course she did. Lili reached up and tried to pinch away the headache that suddenly appeared. "Gwen, be reasonable…"

"He's expecting me," Gwen said and Lili could hear just how close her daughter was to shouting, and how hard she was trying not to, "and I already got him a present!"

"We can send it to him," Frank said as he got up and stomped away. Papers crunched under his shoes as he made his way passed the dining room set and grabbed onto the counter that separated the rest of the room from the kitchen. He almost knocked over the picture there when he did. He might have if it wasn't set into a frame with little bronzed booties. "It's not like he's going to read it anyway."

"I didn't get him a book," Gwen spat out as she glared at her father's back before she turned. The look was gone when she met Lili's eyes, but the attitude wasn't. "And you said I can decide, so I've decided. I'm going."

"Don't take that tone with us, young lady," Lili said as she got to her feet. "And if this is how you think you'll convince us that you're mature enough - " The phone cut her off mid-sentence. Gwen spun around and they both looked at the home phone, which was hanging from the wall right next to her husband. She saw Frank's back stiffen as he looked at the caller ID. "Who is it?"

"Telemarketer," Frank said in his court voice as he lifted the receiver and let it drop back down. Then he turned and stalked back over to the couch and dropped down on it and he slammed his cup down on the end table. "You're not going, Gwen. That's the end of the…"

And the phone rang again.

And Gwen, their wonderful, brilliant, stubborn and _fast_ little girl dashed over before either of them could stop her. Her face lit up when she saw the name on the Caller ID and she had the phone against her ear a second later. "Hi, Ben!" she said, and Lili didn't know how she could sound so happy and look so angry as she glared at them all at the same time.

Frank just sighed and Lili went to him. She sat down next to him and took his hand. "It was worth a try, but Gwen going won't be the worst thing in the world. We _have_ to apologize, Frank." Her wonderful husband snorted at that, but she'd have to be blind to miss the guilt in his eyes or the dark spots under them. She wanted to smack him, but she kissed him instead. Hard enough that his eyes went wide when she pulled away. She kept one eye on their daughter, but she could have been blind and she still would have heard him swallow as she ran her fingers over her tie. "You know we do, but after that… Ben and Gwen are going to be eleven. They don't need us to be referees anymore, and if they do, then Carl and Sandra will be there. Honestly, we could just drop her off and go to the movies. Somewhere nice and dark…"

And her husband started to smile.

Just as Gwen stopped. "What do you mean, I win? No, I've somehow _completely_ forgotten how you tricked me into letting you have our _actual _birthday for your party, doofus. _After _I'd already made the invitations. What? No! Slow down, you're not making any - " Then her voice stuttered and froze. "What?"

Worry forced Lili to her feet. "Gwen, is everything - ?"

And her daughter spun around, her eyes glistening and her fingers white around the phone, "Can I have a little privacy, _please!_"

Lili blinked at her daughter, her kind, wonderful daughter who didn't do things like yell in her mother's face over a phone call. "Give me the phone, Gwen."

And her daughter actually backed away and clutched the phone against her shoulder. "Mom!"

"Gwendolyn Rose Tennyson! Give me that phone or else…" She had a cellphone and so did Frank. They only left the corded phone in the kitchen as a courtesy to their daughter. One that Gwen just threw away. "I know where the scissors are."

"Just let me…!" Gwen shouted back as she tried to back away and protect the phone all at the same time.

And then Lili's wonderful husband was there, his hand on her shoulder and his eyes on Gwen as he said, "Come on, Lili. Let's give them a moment."

And it felt like he'd dumped ice water on her. "Frank! We can't just let her…"

"Lili," Frank said again as he reached down and took her hand. "We can yell later. And don't think we won't, young lady."

Surprise was the only thing that made her follow her husband as he led her to the hall. She glanced back and strained to listen, but Gwen didn't say anything. She had to be waiting for them to get out of earshot, which was something that Lili had no intention of doing. Except Frank was leading her upstairs. "Frank, aren't you even…"

"Of course I am," Frank whispered back. "Gwen wouldn't act like this if she didn't have a reason. Come on."

"Come on, where?" Lili said in frustration as she followed him upstairs. In the back of her head she had the memory of sneaking home and it felt so wrong and so right all at the same time.

"Up to the library. I finally get to try out my Christmas present."

Lili blinked before she grinned and chased him up the stairs. Frank had wanted a home office for as long as she'd known him, and they'd built one over the years when they could a little at a time in the room across the hall from their daughter's bedroom. It was as small and as simple as everything else they had, but she did her best to make it seem as fancy as she could.

The desk was second hand, but it was still what a lawyer deserved. The wall was drywall and plaster but she still painted it to look like the brick walls of her pappa's office. It started with a desk and bookshelves for Frank's books, but once Gwen was born…

Well, the room was still an office. At least a corner of it still was. Now a mix of bookcases and books took up the rest of the rooms. The wild assortment of things that their daughter read and loved with just enough room left over for the loveseat that they stuck under the window. Every time Lili walked in here she could hear her mor sigh at the inelegance of it all.

But It was her favorite room in the house. Lili couldn't even count the number of days that she spent curled up in that little sofa just reading while Frank worked with Gwen in her lap before she got too big, and then right next to her after.

Honestly, it was a wonder that Frank got _any _work done in there, but he never seemed to mind.

Lili did, though. That was why she still worked on it when she could and when they had the extra money. That was why she had an extra phone line run into the room as a Christmas surprise. That was why he had a phone on his desk now just like the one he had in his office.

And just like the one in his office, the phone on his desk had a blinking green light when they hurried into the room. She closed the door behind them while he hurried over and she turned around just in time to see his finger dart to the buttons on the side like he'd done it thousands of times before. Two buttons in particular; speaker and mute.

And then they heard their daughter's voice like this was any other day and she was in the room with them. " _-'re gone. I'm going to be in _so _much trouble." _

"What do you know, Frank, our daughter is smart," Lili said as she wrapped her arms around Frank's left one and felt her lips pull back into something that felt too fierce to be a smile.

Her daughter thought that she was _so _clever. It was always nice when they could remind her who she got it from.

"_I hate it when they listen in," _their nephew said and there was something off. His voice sounded rough and Lili didn't think it was from the phone.

"_They aren't… I mean they don't always." _

"_Your mom does. She ALWAYS does. I wish I'd just - " _

"It's our phone," Frank said, his voice dark.

"He won't have to worry about it much longer," Lili agreed. She didn't have to actually cut the cord, but a few weeks without a phone would teach them both a lesson. Especially if their nephew dared to finish that sentence.

He didn't. Gwen didn't give him a chance, "_I know. Can we - What did you mean, 'can I move my party up?' You know I can't! We made all the orders, Mom was out half the day getting everything and…"_

"_I know!" _Ben said, and he sounded just as angry as he had been, but now there was something else. Something desperate. "_Dad…"_ Ben caught his breath on that word and then the words tumbled out of his mouth. For all their fighting, Ben and Gwen really did match up in some things. "_Dad decided to surprise me with tickets to the Sumo Slammer convention that's happening on Saturday and Mom moved everything before they even told me. I just found out an hour ago." _

"_You're not making any sense, Ben. What do you mean she moved everything? And why would I have to reschedule my party just because - "_

"_It's… You still have a week. You can just move your party up a day, right?" _

"_Sure. Just like that_," Gwen said, and Lili could hear her daughter snap her fingers. "_Ha ha, Ben. You got me. Just shout 'psyche' and get it over with so I can start planning my revenge."_

"If he laughs," Frank said, his voice tight as he glared at the phone. Lili just nodded, but Ben didn't laugh.

_"Are you sure you can't change it?"_

Lili thought she was ready for anything when they started listening in, but she never expected to hear Ben beg.

"_Ben?" _Gwen said and Lili heard the hard edge in her daughter's voice break. "_When… you said your mom already rescheduled. When did…" _

Lili's hands went to her mouth as it all made sense. "She didn't."

And Ben sounded so miserable as he just said, "_She… she called all the guys and told them to come over on Sunday instead," _that Lili just wanted to give him a hug.

Give them both a hug as her daughter sniffed. "_But… I had everything scheduled…." _The sniff was bad enough, but she had to take Frank's hand when Gwen let out a pathetic laugh. "_I was even going to have you bring your new Sumo Slammer game so I could kick your butt again." _

_"I know, and I was thinking – Wait. You never kicked my butt! Sure you beat me a few times, but that was all beginner's luck." _It should have sounded normal - Ben and Gwen arguing, they'd heard it often enough - but there wasn't any fire in Ben's voice.

"_Was not. Besides, you were a beginner, too_," Gwen said, and she knew her daughter. Gwen should have blown a raspberry then. Instead there was just a sound that must have been her sliding down the wall. _"This is about Christmas, isn't it_? _I never should have..._"

"_It wasn't you," _Ben said and he sounded so sure and so fierce, as fierce as he'd been when he'd looked Lili in the eye and told her to go away.

He was almost as fierce as the guilt she felt burst to life in her stomach. If she'd just kept her mouth shut. Sandra didn't mean anything… "Frank," she whimpered and her husband gathered her in his arms.

But Frank winced away when Ben spat out, "_It's not your fault. Our parents are just jerks."_

"_Are not_," Gwen's said with another wet laugh. "_And yours are bigger ones." _

"Such a stirring defense," Lili said, but she didn't have the heart to disagree. God, she'd been so ready to cut the phone cord just like she'd been so ready to fight on Christmas and pull Gwen out of Karate back when she was struggling in school. What was wrong with her?

"We're not… " Frank said as he hugged her tightly. "He just doesn't understand."

_"I know,"_ Ben said and Lili jumped a little, but the lights were still flashing on the phone. _"I don't even want to go to that stupid convention." _

"_Liar." _

Lili agreed. Even she knew how obsessed Ben was with that stupid game, but he surprised her again. "_Not this time. Your parties are beyond lame, but I was…"_

"_They are not lame!"_

"_So lame. You give out gift bags to everyone! No one cool does that."_

"That's just what you do," Lili said with a frown. She didn't expect Gwen to echo her and it shocked her enough that Gwen finished alone, "_when you have class."_

And this time Ben did blow a raspberry. "_Who wants that?"_

Lili pulled away from her husband and gave him a look as she poked his chest. "He gets that from your side of the family."

Frank just gave her a weak grin and pulled her close as it just got worse. She'd always been so proud of how mature Gwen was, but… "_I'll have to talk to Grandpa. Maybe he can come over on Saturday. I'm sure he wants to go to your party." _

"_That won't work."_

"_Oh… He's going to the convention, too._" Gwen said, and when Lili heard the hurt in those words, the hurt but no surprise, she almost ran to her baby. She would have if Frank hadn't held tight. Gwen shouldn't have to be _that_ mature. It was too much. "_I can… I'm sure that he'll have a lot of fun with you and your - "_

"_I wish, but Dad said he could only get a couple of tickets. I meant, I already talked to Grandpa. He's going to your party."_

Gwen sounded just as shocked as she felt. _"But what about…?"_

_"I want him to go to yours. I'm not going to make him choose."_

"He got that from your side of the family, too," Lili whispered as she leaned into her husband and felt her eyes tear up again. Max was right. Their kids were so good and they both deserved better.

"_Ben, you don't have to - "_

"_It's… He should go to yours. He said he can't wait to dance with the birthday girl,"_ Ben said, and he gagged into the phone at the last words. "_Besides. I don't want him at mine. I don't even want to go to mine." _

It should have been a joke, but it wasn't. He sounded way too frustrated for that. So frustrated that he must have… "That explains his voice," Frank said, and his own sounded rough as he reached up and pinched his nose. "He must have been screaming for the last hour, trying to get them to change their mind. What's wrong with you, Carl?"

"_You actually tried?" _

"_I-" _Ben started, and for some reason it sounded like he was blushing at the word. "_Maybe. I'm kinda grounded until Saturday now." _

"_Ben!" _Gwen said and she sounded so mad and Lili didn't know at who. "_You didn't have to, you D - " _Gwen's voice caught. "_I guess I can't call you that any more, can I?" _

"_Why not?" _Ben scoffed. "_Just because of mom? Please." _

"I knew that he didn't care," Lili muttered. "If _that woman_ had just kept her mouth shut..."

"_You like it when I call you a doofus? You do need help." _

"_It's better than you calling me Ben. It always feels like I'm in trouble when you call me Ben."_

Frank rubbed her arm and thought. "Isn't he usually…?"

"_That's because you are!" _Her daughter laughed and answered her father's question without knowing it. "_But you can't call me a dweeb anymore."_

"_And who's going to stop me?" _

"_Me!"_

"_Dweeb, dweeb, dweeb, dweeb. I can do this all day!"_

"_I know you can, Doofus," _Gwen said with a couple of sighs, the first one happy and the second one sad. "_Thank you, Ben. You didn't have to get in trouble for me, but thank you."_

"_I didn't do it for you," _Ben said, and this time Lili didn't have any trouble hearing the lie. Her nephew was just as bad at it as her daughter.

"_Of course not," _Gwen said back. "_I knew you loved my parties." _

"_I do not! Mine'll just stink, that's all."_

"_Such a liar."_

"_It'll be dumb."_ He sounded so bitter as he spat out the words. _"And this whole thing stinks, 'cause I put actual work into your present this time."_

"_You did?_" Gwen asked for all three of them. _"No more hand-me-down video games?"_

_"Not as long as you don't get me another book."_

_"Deal. There aren't anymore 'Where's Waldo's' out anyway."_

There was another raspberry then, and Lili heard her little girl giggle and for a second she thought Ben would laugh, too, or that they'd go back to arguing. They'd been trying so hard to keep things normal, to protect each other. They'd been trying so hard, but Lili knew it couldn't last.

"_But - but your present," _Gwen asked after her laugh died and Lili heard the desperate edge in her daughter's voice. "_I have to…" _

"_I'll just run by," _Ben said like it wasn't anything at all.

And Frank let out a little snort. "It's almost eight miles. Knowing Ben…"

Her husband might snort at the idea, but Lili shuddered. She'd seen Ben run. Eight miles was a lot, but he'd done more than that just around the couch. No, all she saw was the traffic. "We should call Carl. If he's thinking about it..." It was Ben, thinking and doing were just a heartbeat apart for him.

At least their daughter had her head on straight, even if she sounded like she hated every word that she said, "_Don't you dare, Benjamin Tennyson! Not just for presents. You do not do stealthy and Mom will catch you for sure." _

"_Please, like anyone ever caught me," _Ben scoffed.

And it just made her daughter laugh like it always did, kind of. Usually her laughter didn't sound so broken. "_What about - ?" _

"_That wasn't my fault!" _Ben shouted like he always did when he got caught and Frank let out another snort. Lili almost wished that she knew which story it was, but he'd been caught so many times; at sneaking cookies, looking for presents, or trying to hide teacher notes… "_Fine. I know you got your wicked witch powers from her."_

Lili knew that she should have felt insulted, but it was hard when her daughter said, "_Better believe it," _so fiercely.

"_If I can't… I guess that I'll see Grandpa before then," _Ben said, and it was so obvious that he hated the idea and that he couldn't think of anything else. "_I'll give him your present and he can bring me mine. I can get it from him after school on Monday." _

"_But, that..." _Gwen said, and Lili could almost hear her daughter's mind racing for something better. For just a second, she hoped her daughter could do it, that she'd find some answer with that wonderful brain of hers. She hoped, but she wasn't surprised by the miserable, _"I guess_."

"We'll think of something," Frank said, his voice rough again in her ear. "They shouldn't have to."

Lili nodded as he hugged her again, but her heart was downstairs. She couldn't do anything to make this up to Ben yet, but she could be there for her daughter. She would have run when she heard them say goodbye if it wasn't for the little voice in the back of her head reminding her that ladies didn't run. They could walk very, very fast, though, and she did. She found her daughter a few seconds later curled up on the floor with her back against the counter just like she'd expected. "Ben can't…" Gwen said her eyes still on the phone that was beeping in her hands.

Lili took the phone from her daughter and hung it up before she sat down and pulled her baby close. "I'm so sorry, Gwen."

"How?" Gwen sniffed out as she hid her face in Lili's shoulder. As far as Lili could tell, her daughter still wasn't crying, but she looked so close. "How could Aunt Sandra…?"

"I don't know," Lili said, even though she did. They were just happy that the kids were finally getting along. No one ever bothered to think that they might actually be looking forward to spending some time together and someone should have. She should have. She should have at least thought to _ask_. Lili ran her fingers through that bright red hair as Gwen snuggled closer and tried to do what she did best. Fix things. "I'll tell you what. Why don't you go get your plans and we'll look over them again. Your dad can rent a Gamestation and that game and I'm sure that between the two of us we'll find a hundred ways to make your party even better."

"I don't… Can't we just cancel…?"

"Nonsense, Gwen. You deserve a party," Lili said and she pressed a kiss against her daughter's forehead. She heard Frank coming and she made herself smile just so her baby could feel better. "You'll see. Between the three of us we'll make your party a thousand times more fun than any stupid convention." Lili didn't even think about those last four words until she felt Gwen go stiff in her arms, and she would have given anything to take them back when she realized what she'd said.

"How...?" Gwen asked as she pushed away and Lili watched as her far-too-bright daughter's eyes squinted in confusion before they went wide with horror and betrayal. "You - _You WERE __**LISTENING**_?"

Lili reached out and stammered, "I - I just wanted to - Gwen, please!" just as the lights started to flicker. Then her daughter pushed herself to her feet and just _ran. _She only stopped for a second to scoop up her papers and that stupid journal that Max gave her before she started again.

"Gwendolyn!" Lili shouted after her as she pushed herself back up, too, but she didn't have any of the grace or speed that her daughter had too much of. The girl was at the hall before she could even start chasing after her, and halfway up the stairs by the time Lili got to the hall.

Where Frank was standing, half stunned and completely ashamed as he tried to reach out for his daughter as she came charging up. "Gwen, Pumpkin, wait! We can - " he started as he tried to catch her arm.

"Don't _**touch **__me!" _Gwen shrieked at her father for the first time since she was _one _and there was a flash of light before something popped in the garage and the whole house went dark.

The shock stopped them both in their tracks and Lili looked up as if she could will the power back on, and they stayed frozen until they heard the bang of Gwen's bedroom door slamming shut. Then she just looked at the kind and wonderful man that she'd married and her stomach churned a little because he looked just as lost as she felt as he stood in the little bit of light that was still coming through the curtains. Then he sighed and started down the steps. "I'll check the fuse box," he finally said, his voice rough.

Lili nodded at him. "And I'll check on the Red Menace," she said and she felt a little better when Gwen's old nickname coaxed a smile out of the man. She met him at the bottom of the steps and his hug worked its usual magic as she closed her eyes and buried her face into his shoulder.

Sometimes she thought that she could stay there forever when he held her, but she always thought that their hugs ended too soon.

"Good luck," they said together when they finally let go of each other and she started up the steps. Lili stopped at the top of the steps so she could give her love one last look as he disappeared into the garage and she only felt a little jealous. Then she just let out a little sigh as she took the last couple of steps to her daughter's door and knocked. "Gwen, Sweetie? Please _try_ to understand. Your father and I were just - "

\- o - o - o - o - o -

The world was dark outside and Lili had a blanket draped over her when she jerked awake hours later.

She blinked at the soft light that came from the little lamp on Frank's desk and the bookcases all around as she tried to figure out _why. _This wasn't the first time that she'd fallen asleep on this loveseat, but her husband never just covered her up and _left _her here before. Not even when she was sick and told him to do just that so _he _could get some sleep. He was too much like his father to ever…

"Frank?" She called out as she pushed off the blanket and let her feet drop and she froze when they brushed against the book that she must have dropped. "Oh no," she gasped when she saw the photo album that was spilled out on the floor and the pictures that had come loose. Her back ached, but it didn't matter. She slipped off of the loveseat like she was twenty years younger and knelt down so she could gather everything up and fix…

She barely touched the first picture, one of two babies dressed only in diapers - one with a mess of brown hair that he never let her comb even back then and the other with wispy red hair that she'd never forget the feel of - who were curled together like puppies and asleep in a crib before she remembered and her eyes flew to the bedroom door across the hall.

The door that was still closed tight.

"You Silly Bean," she sighed as she picked everything up and set it down on the loveseat. She could fix the album tomorrow. She needed to fix things with her daughter now.

She just needed her daughter to open the door and let her in.

Lili tried. She spent hours knocking on the door, trying to coax Gwen out, trying to explain or at least come down for dinner, but her daughter wouldn't answer with anything but 'go away!' so she decided to wait her out.

And after that…

She remembered sending her husband to bed after he finally switched out every fuse in the box and checked every circuit. It could have gone so much quicker, but neither of them were brave enough to call Max yet. She remembered the hours she spent staring at her daughter's bedroom door all the times that she thought about just _opening_ it and walking in. It wasn't like it had a lock or there was a thing that her daughter could do that would stop her just like nothing ever stopped her mor, no matter how much stuff she put in front of the door.

It was so tempting, but Lili knew that she'd already screwed up enough for one night. So she sat down and waited.

Waited until she fell asleep. She didn't even know what time it was or if Gwen was even still awake. There wasn't any light coming out from under the door, but she got up anyway because she had to try again. If she wasn't so tired, she wouldn't have leaned against the door before she knocked and she never would have realized that the door was just a little bit open, but when she did she just grinned.

Maybe her Silly Bean could forgive her. Maybe she was ready to talk.

Lili pushed the door open with her daughter's name on her lips as she hoped for the best and the name died there because Gwen _was _ready. She just didn't want to talk to her mother.

"Grandpa?" The Silly Bean asked as she knelt on her bed with her back to the door and the lights all off, all but the ones built into the cellphone that glowed against the side of her face and through her hair. The one Lili remembered leaving in her purse.

Gwen must have waited all night for her to fall asleep just so she could swipe it.

Lili knew she should be furious, but she just ached an old ache as she listened. "Grandpa, I need your help." Gwen calling Max wasn't a surprise. No, the only surprise was that she didn't sound sad at all.

Her little girl just sounded determined.

\- o - o - o - o - o -

_Author's note_

Following Erico's example, I've decided to share what songs I was listening to when I was writing. The theme for this one was John Meyer's _Daughters_.

Also, Erico released the full story of Max's first encounter with aliens last week and I hope that you all enjoyed it as much as I did. If you did, please leave a review. I know that he would appreciate them just as much as I do. For anyone that missed it, you can read it here:

www.

fanfiction.

net/s/13311220/1/Little-Moment-Rumble-In-The-Jungle


	8. Fathers and Sons

**Chapter Eight: Fathers and Sons**

_Northbound on the El Camino Real_

_Bellwood, California_

_January 9th, 1999_

_9:40 pm_

Ben watched the night inch by on the other side of the window and tried really, really hard not to wish that he was wearing someone else's skin right now.

He knew this road. Not just because he'd been getting rides back and forth over it for as long as he could remember, but because it was close enough to home that he'd stared at it through all of his alien bodies. He knew what the pavement felt like under XLR8's skids, how the black tar kept glowing in infrared even hours after the sun set thanks to Wildmutt's 'eyes,' or how it stank with thousands of scents through Benwolf's nose. Not just the stink of gas and rubber, but the smells that of the people and the stuff they carried and all the animals that crossed over it. He even knew what it was like to sit on a branch so he could watch the traffic and just think with Grey Matter's brain.

And once, in the very darkest part of the night, he'd come out here as Four Arms and…

He's been so _bored _that night and he knew that sleep so wasn't going to happen, so he got up and snuck out through his window for like the hundredth time. Twenty minutes later Four Arms found out what it was like to jump across all four lanes in one bound.

And spoilers, it was _awesome. _

Awesome right up until the car he didn't notice stopped in a squeal of brakes and horns. Awesome until he got a call from the dweeb the next day as the news went on and on about a Bigfoot sighting and he had to try and convince her that it wasn't him even though he was just dying to brag.

Who was he kidding? It was still awesome. And he knew that the dweeb was just jealous. It was so obvious the whole time she whisper-yelled at him over the phone because her mom was _right there_ that she was.

Just like he knew that if she'd been there she would have cheered before she yelled at him.

He wished she was here right now, because the Omnitrix was all hard angles and cold alien metal under his fingers and the road was _right there. _The road and the whole world beyond it were open to all the aliens he could be right now.

Open to anyone but him.

_He _was stuck watching everything inch by through the window. _He _was stuck in his dad's pickup truck. _He _was stuck listening to his dad instead of doing something so _awesome._

Being Ben sucked.

" - went to a few conventions when I was a teenager, but they weren't anything like that," his dad said like the convention was the best thing ever.

Please, the fact that Ben hadn't used the watch _yet _was way more amazing. "Bet that would impress her," Ben grumbled into the window he was slumped against.

Not that his dad heard. He was too busy talking and trying way too hard to act like the last few days never happened to take a _breath, _much less listen. "Did you see some of those costumes? It must have taken them forever to get them right. And the stuff they had for sale… Your - Sandra is going to kill me when we get home, but my boy only turns eleven once, right, Sport?"

"Just once," Ben said, already ducking because he knew his dad and he knew that the hand was coming. Dad's pickup was huge, but it was never big enough for him to get away before the man could ruffle his hair. Ben shoved it away anyway so he could make the hair back into the mess he liked. Or he tried, anyway, before he just gave up and went back to staring at the world on the other side of the glass. Not that he could see any of it in the dark, but he'd rather look at the nothing than anything in here with him, "and it's taking forever."

"Listen to you," his dad laughed and it sounded so phony that Ben had to wonder if either of them bought it. "You've still got another seventy-three minutes before you turn eleven, Mr. Tough Guy, and twelve more months before you can start practicing at being a teenager."

It was the fake laugh that made him growl, and the world inching by that made him mutter, "Like mom always says; it's never too early to start." Of course, when she said that she was talking about homework, and he proved her wrong every time.

And if his Dad thought that he would forget about everything, then he was just as wrong.

His dad must have heard it in Ben's tone, because the cab went quiet at that. Ben used that to wonder how he'd survive the next few minutes. If his dad would just stop pretending, everything would be fine, but he knew his dad. It was just a matter of time. He bit back the groan but he couldn't help leaning over and banging his temple against the glass. Maybe if he hit his head hard enough he'd black out...

_You'd break the glass first, Doofus._ A very familiar voice muttered in the back of his head and made him stop for long enough to wonder if she'd been telling the truth when she told him that over the summer.

"I know you had fun when we went through their flea market. I saw the way your eyes lit up when you saw that - "

His temple met the glass with another thunk as he decided. A face full of glass couldn't hurt any more than this. "I'm beat, Dad. Can I just close my eyes until we get home?"

"Oh… Yeah, sure, Buddy," his dad said and Ben didn't pay the least bit of attention to the catch in his voice. None at all. He just enjoyed the quiet for as long as he could. It wasn't long enough, not before his father asked in a soft voice, "You did have fun, right, Ben?"

This time Ben let out the barking laugh that he'd felt building up for days. "Oh, yeah. Loads."

He barely got the words out before the silence he'd been praying for died in an angry squeal as his dad stood on the brakes. Ben's heart hammered in his ears as his hands caught the handle in the door and the seatbelt dug into his shoulder and waist, and then the squeal turned into a hailstorm of pebbles as his dad jerked the wheel and the truck swerved off the road and into the grass.

"Dad, what did you see?!" Ben shouted as he darted his head around. The stink of burned rubber hit his nose and something bitter filled his mouth as his head darted this way and that. He didn't even notice he'd undid his seatbelt until he felt it pull away from him. His heart only slowed down when he heard the Watch beep and felt the dial press into his palm.

The road looked just as empty now as it did when Ben closed his eyes, but his dad must have seen _something_ and whatever it was, he'd be ready.

A part of him hoped for something fun like an alien or a monster, but he'd settle for someone who needed saving. The fun stuff hadn't happened since they got home, but there was always someone who needed a hero. He looked for a wreck, and then for something or someone in the road, but he didn't see a thing.

He didn't even see his dad slam the gear shift into park, but he heard it, and his eyes went to the truck. Going Upgrade or Greymatter right now so he could fix it would be tricky, but it would be way better than _this. _

Come on. One warning light. One distraction. One thing that would let him forget all about the last few days, even if it was just for a few minutes. He'd been stuck in his room and stuck as Ben for all of it because his parents wouldn't stop checking on him. It was beyond unfair and the world owed him a chance to go hero.

But there wasn't anything.

"Dad," Ben said as he finally turned to the man. Frustration made him spit the word as he jammed his finger down again. The watch turned itself back off and Ben wished he could do the same thing. "What did you do that for?"

There wasn't a streetlight around, just the moon and that wasn't anywhere near bright enough to see the look on his dad's face, but he could tell that the man was looking at him and the growl in his voice made it clear just how his dad really felt. "Just how long _are _you planning on stating mad at us, Ben? Another day, a week, a month?"

There weren't any monsters, but he still got to have a fight. It was the same one that they'd been having for days and he didn't even need the Watch for it. Ben crossed his arms for it and spat back, "Get a calendar."

He didn't need to see his father to know he'd landed a good one. The way his dad sucked in a breath and turned away was more than enough. He shifted in his seat and waited for whatever his father would do next. He'd been yelled at, sent to his room and grounded and he didn't care about any of it. Heck, if he was lucky, they would just ground him again. Maybe they'd even cancel his party tomorrow and send him to his room all day. That would suit him just fine.

They could send him, but they couldn't make him stay and he didn't care what the Dweeb said. He was way sneakier than a ninja and no one would even _know. _He couldn't wait to see her face when he crashed her party. He even knew just what alien to use.

It wouldn't be the first time he livened things up with a little _stink._

"So that's how it's going to be," his father growl ended that fun little fantasy. The man shoved his finger in Ben's face and barked, "I don't care if today is your birthday or if we - ! We - !" he started before the words died in his mouth. His mouth moved like he was trying out words as his finger jabbed forward three more times, but he still didn't make any sound. Not that Ben cared, he glared at the end of his father's finger, just waiting for it to touch him or his dad to finish whatever it was he was going to say so he could start yelling back, but it never happened. Instead his dad shoved his hand down and Ben felt his stomach drop when he heard his father's seatbelt click open. "Stay here."

"Yeah, ri - " Ben said as his hand shot over for his door's handle.

"_Stay here!" _His dad barked out again as he shoved his door open. The pickup shook as he pushed himself out and rocked when he slammed the door shut behind him. Ben yanked on the handle before the truck stopped as he watched his dad stomp away. Not that he watched for long. He'd been in fights like this before and he wasn't going to get stuck in here. He wasn't going to wait for the metal squeal that made his teeth ache as the thing ripped away the door so it could get at them.

Not again.

And Ben yanked on the handle again, but it wouldn't open. And for a second his lungs just wouldn't work as he pulled on the handle again and again until he remembered why.

The child lock. His dad…

His dad must have hit the child lock and he didn't even notice. His dad who barely even yelled and who wasn't cool enough to peel out much less try to rip the door away. Not that it wouldn't have been way cool if he could. "The Iron Dad," he said to himself and he laughed as he tried to make his heart slow down.

It was just his father.

Which only made him jump higher when his dad kicked the back tire. He spun around and watched his dad pace back and forth in the spot between the truck and the road. He could have sworn that his dad was saying something, but he couldn't hear a word. Not over the truck's engine, it was way too loud.

And that was the first time that he'd ever thought _that. _

Finally his dad stopped pacing so he could grab the side of the pickup bed with both hands. Just for a second Ben thought that he'd been wrong and he really did have an Iron Dad because it looked like he was trying to push the truck from there, especially when he ducked his head.

If he was, it wasn't working.

But his dad definitely shouted something when he shoved himself back up. Ben was sure he was going to start pacing again when he stormed forward, but he didn't turn back this time. Ben shoved himself back against his door as his dad yanked the driver's side on open and climbed back in.

"Look, Ben," His father said, his voice still raw, as he grabbed the steering wheel with both hands. Then he stopped and took a deep breath and Ben braced himself as his father turned and repeated, "Look, Ben. I know we screwed up."

His parents never hit him. They'd never even come close, but Ben still rocked back like his father just had. He stared at his dad and wished that there was enough light to see the man's face. "What?"

His dad might not be Iron Dad, but he still must be some kind of freak, because he reached up and turned on the cabin light. The man's mouth was still twisted with something that looked a lot like anger, but there was something different in his eyes. Something somewhere between frustrated and tired. "Your mot- Sandra and I - " his father started before he stopped and ran his hand over his face and muttered, "To hell with that damned book," in a voice so soft that Ben didn't even think his dad knew that he'd said anything before he finally went on, "Your mom and I know we screwed this all up. Christmas, today, tomorrow, grounding you. Nothing went the way we thought it would."

"I.. You do?" Ben asked. He'd been so ready for a fight, but not this. He didn't even know that he'd clenched his hands into fists until he let them relax and they ached when he stopped. He wished he could open his door and spit out whatever it was he tasted, but he wouldn't have dared even if he could open the door.

They knew?

"Christmas… It was a nice thing that you and your cousin tried to do for your Grandpa. It was even fun until... " his father shook his head before he slumped back in his seat and sighed. "You'll never understand this, but It's just - your mom and I… We spent so much time worrying that something was going to happen at Christmas, that someone would say the wrong thing and when it finally happened..."

"None of this is Gwen's fault," Ben said as his scowl came back along with his growl. "Don't you _dare_ blame her. I don't care if she calls me a doofus."

"Of course it's not her fault," his father said as he closed his eyes and the springs in his seat squeaked as he leaned his head back, "and I know that you don't care. Your mom knows that, too, but she is your mom and…" his dad smiled. "We've always been so proud of both of you. Nothing ever changed that, nothing ever will, but it gets to be a bit much when your aunt and uncle kept going on and on about school and how much better Gwen is doing. I know that they only want what's best, but it gets so old. I know we do it, too," his dad said before Ben could, "and we shouldn't. And if it gets old for us, we can't imagine how you must feel. We shouldn't have let it bother us, but when we hear Gwen call you that..."

"It doesn't…" Ben started to say as he squirmed in his seat and looked down at the floor because even he knew that was a lie. He kicked his foot against his seat. "I mean, I hate hearing how she's smarter than me, too, but that isn't… Gwen doesn't… That's not what she means when she..."

She did, Ben knew that. She did before the summer and she kept meaning it for a long time after that, but she didn't anymore. He didn't know when it changed, but he was sure it had even if he didn't know why.

"I know _that,_" his dad said with a chuckle before he nailed it exactly, "I can hear it in Gwen's voice now, and so does your mom, but she is your mom."

"I don't need her - " Ben said as he tried to glare because that was better than squirming.

And his dad just laughed. "She's your mom, Buddy. She's always going to look out for you, and so am I. That's never going to change."

Ben stared at the floor. He still wanted to be angry instead of whatever this was, but he couldn't. Almost. Finally he poked at the last spark, "And our parties?" He asked and waited for the excuses, about how it was for the best and he just didn't _understand_.

Instead he got a shrug. "I saw an ad for the convention and we thought that you'd have fun . Your mom moved your party to tomorrow because your friends were free and it gave us an excuse not to go to your aunt and uncle's. We didn't…" his father let out a little snort of a laugh as he turned his head. "Since when do you want to go to your cousin's parties?"

"I don't care about her _parties_," Ben said because that was just stupid. "They're boring snob fests."

And they were, with gift bags and little sandwiches and kids who dressed like they were going to church instead of going to have fun. Sometimes he thought he was the only normal kid that the dweeb even knew, and then he went to her parties and he was sure. Even the games were lame, but they were still way better than some of the events his mom dragged him to. If he could go to a ballet and only die twice from boredom, he could have survived one of Gwen's parties.

He could handle the napfests, but not the way the dweeb acted at them. How she wandered around like she was going through a checklist in her head instead of even thinking about having fun. Not that her acting like that was anything new, but she did it with the fake smile that should have stayed on his aunt's face. The other kids were supposed to be her friends and she only had fake smiles and laughs and some of them looked at her like they didn't even know who she was even though he saw them there every year. He didn't get it at all, but he knew how to fix it. "Someone has to bring the fun."

"I've seen your version of fun, Ben," his father snorted at that. "One day you have got to tell me how you snuck the stink bomb by us when you were eight. Your mom and I searched everything before we went over."

"I told you, it wasn't me," Ben lied and he somehow managed to keep a straight face. They'd checked everything, but they should have checked his shoes again after they handed them to him because he'd already palmed the little glass capsule before that. It was way too easy to slip it into his shoe as he put it on and then pocket it again when he got to Gwen's house. It could have gone so wrong, but it was so worth it. Man, he'd waited until almost everyone went home before he dropped the bomb and Gwen still freaked. Her face went so red and she shook and everything as she chased him out of her house and around the yard.

She was so mad, but it was still better than that fake smile. And he could have sworn that he saw her grin at least a little while she chased after him.

"That's why you want to go? To prank her?"

"Duh," Ben said, but it wasn't. It should have been. He squirmed again as he tried to figure out why until he finally said the only thing that made sense. "And I got her a present already anyway, so..." He should have given it to her at Christmas, but it just seemed to sweet to make her wait after she pulled that whole prank about getting him something, or it was until he couldn't go alien or use the phone.

Or go and keep that fake smile off of her face. "And someone has to make sure that she has fun."

"And that's you now? Huh," his father said and he shook his head when Ben shrugged. "That must have been some trip your Grandpa took you on."

Ben cupped the Omnitrix in his hand and he couldn't think of anything to say but, "Yeah."

"Do you think he could take your mom and your aunt on one?"

"Dad!" Ben shouted, the word bursting out of him as his eyes went wide with horror. "Why would you _do_ that to Grandpa?"

His father burst out laughing as he reached up and turned the cabin light off. "Don't tell your mom that I said that."

"I'm so telling!" Ben said with an evil glee.

"So much for the man code,'" his dad sighed to the sky as he put the truck back in gear.

Ben heard the engine rumble at that. It always felt like the truck was just waiting for his dad to let it off the leash and he knew it would roar the second his dad's foot got anywhere near the gas pedal. If Ben was driving he knew that the whole world would know where he'd been because of all the rubber he'd leave behind, but his dad never gave in and Ben didn't know how. He knew how to fix that, though. "Gun it."

His father sighed. "Ben…"

"Do it and I won't tell."

His father didn't say anything, but the engine answered for him. It roared to life and Ben cheered as the truck burst forward in an explosion of gravel. His father laughed with him and then he ruined it all by asking. "Did you have fun today?"

Ben leaned back and banged his head against the seat. "I guess," he said, even if he really hadn't. He should have. He'd been mad all day, but that never stopped him from having fun before. Maybe he could have, but, "I just wish that you could have gotten another ticket."

"Oh," his father sighed. "Well, I'm sure that your Grandpa would have enjoyed it, too."

"Eh," Ben shrugged as his eyes drifted back to world outside of the passenger window. "He'd have fun because we were, but Grandpa wouldn't care about the convention."

"Then - ?" his father started to ask, but he didn't finish. Ben could have sworn he felt his dad staring at him after that, but when he turned around his father's eyes were on the windshield. "I'll tell you what. I'll talk to your mom when we get home. I'm not promising anything, but maybe we can work something out about tomorrow."

"Really?" Ben asked as he held his breath.

"Really."

Ben could have danced. "Sweet! I've got to give her her present." He'd spent weeks working on it and he had to see her face when she opened it. Anything else just wouldn't be the same.

"You never did say what you got her."

"Just some book," Ben said as easily as anything. "I didn't even understand the title, but she's been going on and on about it. She's going to freak when she sees it." She was going to freak so hard and he couldn't wait.

"Ben," his father said and the next words sounded like they hurt when he said them, "your aunt and uncle weren't wrong about everything. I wish that you'd stop pretending that you're... Your mom and I both know that you - "

And Ben felt his eyes glaze over. He wasn't mad anymore, and it felt weird that he wasn't, but he really didn't need to hear that he wasn't living up to his _potential. _Like he didn't know that already. Like it wasn't obvious every time he glanced at his wrist. Still, they weren't far from home, so he just grunted every now and then and his dad was happy.

They turned down their road and Ben's eyes went to their front yard like they always did. A part of him had been hoping that Grandpa had figured something out, that he'd save the day today like he had so many times before, but the only thing he saw were his mom's rose bushes and the big tree there. The sound of the garage door going up hid his sigh. "Why don't you go show your mom your haul while I get her present, Buddy?"

Ben just nodded as he grabbed up the plastic bag that had been sitting at his feet this whole time. There was some cool stuff in there, but the best bit was safe in his pocket and it would stay there until he could get it up to his room. The chill made him hurry through the garage, and his impatience made him call out, "Mom?" as soon as he got through the door.

And his danger sense made him stop dead in his tracks.

Not because his mom didn't hear him - not even the American judges gave that shout more than a three out of ten and the Russians didn't even show up - but because the house was so quiet. His mom always had some kind of music playing, but there wasn't any now. He didn't even hear the TV. And it wasn't like she'd gone to bed, not with all the lights on. Not after all the times she'd yelled for him leaving the lights on in his bedroom even though he'd be right back.

Ben reached for the Watch as his heart raced, but he didn't use it, not yet. Not until he knew what he was facing. But he wasn't worried, there wasn't anything that he couldn't face.

He was a superhero, and this was just part of the job.

So he crept down the hall as he listened as hard as he could, and when he heard his mom's voice drifting in from the living room he followed it without thinking. Slowly at first, but he hurried as he got closer because he knew that something was wrong just from the sound of her voice. He stopped right at the end of the hall and took a deep breath to get ready, and then he peeked around the corner.

He thought he was ready for anything, that there wasn't anything that he couldn't fix with his watch. He was wrong.

He wasn't ready to see his mom crying.

She was on the couch with her back against the arm and her face buried in her knees of her jeans. If she looked up at all, she would have seen him, but she didn't. He couldn't see her face, but he saw her shoulders shake and heard her voice break as she said, "- never gone this wrong before, Eric. God, it seems so stupid now, but we were sure that a bit more time would help. It's not like they have any fun anyway, but Ben got so mad and then we did and it all just…"

Ben had been punched before, punched so hard that it hurt too much even to scream, but the sob his mom let out at that was a million times worse.

The worst part was that he didn't know what to do. He looked down at the Watch and saw the dark hourglass as it waited for him to activate it and be the hero, but he couldn't think of any aliens that would help right now.

And then his mom kept going and he couldn't even think. "And I just keep thinking, what if Natalie's been right all along? It's been years and it should be easy by now, but the books don't help and I don't know how to do this and Ben deserves someone…"

Ben just stood there with his hand cupping the watch that wouldn't help as each word rocked him back. He wanted to call out to her, to say something that would fix this. To let her know… He'd been mad, but he wasn't _this _mad, but he didn't know what to say. If he was Grandpa..

Grandpa Max would know how to fix this. Grandpa Max could fix anything, but he wasn't his Grandpa. He was just Ben.

And he didn't know anything. Not about this.

"He isn't… God, Eric, we got into another fight this morning and I didn't know.… I just got mad and I told him - " she choked back a sob. "I told him he was being a disgrace to his father and God and how dare he..." she whimpered and started to rock on the couch and Ben just stared. He remembered her saying it. He remembered laughing because he'd been threatened at the Major League level and that wasn't even tee-ball. It was so stupid that even she'd gone white after - not that he blamed her - and then dad walked in with that fake smile of his and for the first time the convention looked a lot better. He didn't…

He thought she'd just been embarrassed, not this. He stood there and listened to his mom's voice break as she said, "I'm as bad as _Father_."

Ben watched the phone slip out of his mom's hand at that before she curled up and cried into her arms and he didn't know what to do.

Uncle Eric visited every now and then, but he was the only one in Mom's family that ever did and Ben never even thought about it. It wasn't like he cared, he already had the world's best Grandpa and he knew he wasn't going to do any better, but if his grandmother made his mom cry like this…

Then he never wanted to see them.

But that didn't fix anything.

Ben almost jumped when he felt a hand grab his shoulder. He looked up and he could have cheered when he saw his dad, but the man held a finger up to his lips and nodded back up the hall. Ben nodded with relief and turned as his dad went into the room. The stairs and his bedroom were _right there. _It would be so easy to go up and close the door and pretend that all of this never happened.

Something made him stay, something made him turn back.

His dad was no Grandpa, but he was pretty good at fixing things anyway, and Ben waited for him to fix this. He wanted to hear the words that would make this better and he leaned in as his dad walked across the room because he knew…

But his dad didn't say a _word. _He didn't even _try. _He just sat down next to his mom and reached out for her hand. She jumped at the touch and stared at him with wet, bloodshot eyes.

And then she moved faster than XLR8 even dreamed as she launched herself at his dad, as she hugged him close and buried her face into his shoulder and sobbed as he rubbed her back. And his dad still didn't say anything, until she finally stopped. "You're nothing like them, Sandy Bear," he heard his dad's voice and wondered how he managed to sound gentle and fierce all at the same time. The sounds of his mom crying faded, but she didn't let go. Not even when his dad leaned over and picked up the phone. "I've got her now, Eric. Yeah, it's been that kind of week. Or weeks. We're trying. Give our best to Josh."

And then his dad hung up and put the phone down and neither of them said another word. They just held each other and Ben didn't get it _at all. _

His dad didn't even _try _to fix things and it still worked.

Aliens were so much easier to understand than any of this. The thought was so true and it still didn't help the guilty knot he felt in his stomach. It was the guilt that finally made him turn away. Finally made him start walking up the hall and passed the painting of cherry blossoms that his dad had bought just because he thought that mom would like it.

Ben just snorted at the idea then and he felt like scum because of it now, especially when his mom gasped out, "You're home! Ben! Please tell me he didn't - !"

"No, he's still getting his stuff out of the truck," he heard his dad say just a bit louder than he had to and Ben knew that his dad knew that he'd stayed. "You know him, he'll probably coming running in any second."

Ben nodded. He could do that. He made his hand relax around the bag he'd forgotten he was holding and counted to ten before he turned. Somehow he managed a smile on his face as he burst into the living room like he always did. "Mom! Mom! You've got to see all the stuff I conned dad into buying for me!"

And when he saw his mom he never would have guessed anything was wrong if it wasn't for her bloodshot eyes and the tissues he saw in her hands. Tissues she shoved into the couch cushion as she somehow grinned when she saw him. Then she must have realized what he said, because that smile disappeared in the look she shot his dad. "Carl! We're not supposed to spoil him! All the books say - "

And his dad just snorted as he pulled her closer. "Please. He's my boy and he just turned eleven. He's getting spoiled."

"But…" his mom said, her eyes still lost as she looked at the both of them. Then she finally sighed and started to smile. "I guess it is his birthday. So, what did you get, Ben?" Her smile turned into a full grin as Ben emptied the bag on the floor. Action figures and comics spilled out everywhere and his mom made all the right noises.

"That's all good, but this is what made the day great," he said as he reached into his pocket and pulled out the gold Sumo Slammers card. The one he'd gotten so close to so many times and now one was finally his. He hadn't even taken it out of its protective sleeve. He never would either. This was going right into the box under his bed with all his best stuff. Once he was done showing it off, anyway. "The guys are going to be so jealous tomorrow."

He heard his mom sniff again, and his hand froze on the card as he dared a look up. His mom clutched at his dad's hand and he could see her trying so hard not to cry. "So you had fun?"

Ben saw his dad looking at him, but this time he grinned as he said, "Yeah, loads!"

"Good," his mom said and she leaned down so she could press a kiss into his hair and he let her. "You know…" Her voice broke after the first two words, but she kept going anyway. "You know… I hope you know that we're sorry about - about _everything_."

And Ben looked down as the knot of guilt got bigger in his stomach. "I know. Dad and I…"

He felt his dad's hand in his hair again. "I told you, my boy's eleven now. We talked it out, man to man. Right, Ben?"

"Yeah."

"I… I was thinking that I could drive you down to Gwen's after your party tomorrow," his mom said with a touch of a smile. "I know you want to give her her present."

And Ben felt his smile freeze. He didn't know what was worse, trying to give Gwen her present with their moms watching or having their moms in the same room again, even if it was just for five minutes. "I thought I'd ask Grandpa if he could," Ben said, and it was almost true. He'd thought about asking Grandpa. He wasn't going to do it, but he'd had the thought. He'd just had better ones, too. If he wasn't going to be grounded tomorrow…

Well, he was sure he'd find _some_ way over to the Dweeb's tonight. He didn't think anyone would be checking on him after this. And he didn't know why thinking that made him feel so guilty now.

"Oh," his mom said, and the hurt in her tone didn't make him feel any better.

"Mom…" Ben started.

But his dad beat him to it. "Maybe it's for the best. We can give Frank and Natalie a little more time to cool off."

"Maybe," His mom nodded, but her eyes went over to the bag that had been sitting by the couch since Christmas. It was full of everything that Gwen's family had left at Christmas with a new present on top. One way too small to be anything good, but his mom's eyes went to it like it was something amazing, "but I wanted to give Gwen her present and tell her how sorry we are." Her voice faded with those last words.

"Maybe…" Ben started, and he couldn't believe that he was going to say this, but he was, "Maybe we could all go early tomorrow. The Rust Bucket has plenty of room and the guys don't care about decorations."

"The Rust Bucket," his mom laughed. "Lili would just love that. You know how her neighbors act when Max - Max!" his mom said suddenly and she jumped a little as she fumbled for the phone. "Your Grandpa called before and he wanted you to call him back as soon as you got home, Ben! I can't believe that I forgot!"

Ben grabbed the phone out of her hand and dialed it in less time than it took for her to explain. "Grandpa!"

"_There you are, Ben!"_ his Grandpa said, just loud enough that Ben had to pull his phone away from his ear. Old people. "_I was wondering when you were going to get back!" _

"We've been back for a few minutes. It took me this long to get my haul back in the house."

"_You're going to have to show me everything, Ben. I can't wait to see what you got. It sounds like you had a good day." _

"It was okay," Ben said with a shrug and he pretended he didn't see his dad act like he'd just been shot through the heart before he slumped back into the couch.

"_Good,"_ his Grandpa paused at that, and when he spoke again, there was concern in his voice. "_Things really went okay? I know that these last few weeks have been rough."_

"Yeah. Dad and I worked things out. Man to man." He liked saying that. He'd have to keep saying it until someone yelled at him. He wondered just how long that would take.

"_I can't tell you how happy I am to hear that, Ben,"_ his Grandpa said again, this time in relief. "_I know that they screwed up, but they were trying their best." _

"I know," Ben said, and he felt horrible as he glanced at his parents. "And I guess I could have... I didn't help."

"_Maybe not,"_ Grandpa allowed, "_but you figured that out all on your own and I'm proud of you. You'll do better next time." _

"Yeah."

"_I just wanted to wish you a happy birthday, even if it is a few minutes early,"_ Grandpa said, and then his voice changed again, like he wanted to laugh, "_but I won't keep you up. I know you have a big day tomorrow. You should get right to bed, you hear me?"_

"Grandpa, it's only ten! I can stay up a lot later - "

"_Right to bed, Ben! Promise me."_

"But… I wanted to know if you could…!"

"_You can ask me tomorrow, Ben. It's time for you to go to bed." _

"Fine," Ben said as he rolled his eyes. "I'll talk to you tomorrow, Grandpa."

"_Good,"_ and Grandpa definitely sounded like he was trying not to laugh now. Evil old man. "_Is your dad there? I need to talk to him." _

"Yeah, bye Grandpa," Ben said with a sigh as he passed the phone over as he grumbled to his mom. "Grandpa's sending me to bed," and hoped for the best. Or at least some sympathy.

Neither happened. His mom just covered a giggle and pointed at the stairs. "Well, he is usually right. So get!"

"So unfair," Ben grumbled as he shoved everything back into his bag and stood up so he could lurch his way to the stairs. And he kept grumbling the whole while, even as he half-listened to the conversation behind him.

"I know I have to talk to Frank, Dad, but… He apologized? But… No, he wasn't right. I know you weren't home much, but still… I know. I know. I'd love to, but I can't… Not for a whole… You want to take us to a game? Yeah, I'd really like that, Dad. Don't worry, I'll make the time. Okay. Okay, I'll call him. What? Why would I - ?" his father started to ask as Ben tuned him out. At least his dad got to suffer, too. That made things a little better. And then it made things a lot better as he realized...

If his dad was on the phone with Grandpa, then he wouldn't be checking in on him. Even if it was just for ten minutes….

He could do a lot in ten minutes and it was still their birthday.

Ben raced at that. He hit the light and slid most of the way from the door to the bed on his knees. Bending over would have taken time that he didn't have. It took too long to find the present he had wrapped last week. If it wasn't so important he never would have put it under there, but that was the only place he was sure his parents wouldn't look. It was hard enough getting everything done without them seeing him, he wasn't going to risk them getting curious now.

It took too long, but he found her gift and tucked it under his arm like a football as he reached for the Watch. He was only a few steps from the window and a few twists away from being a hero and he was so thrilled that his face _hurt_. The best part was that he still had plenty of time.

And he would have been gone a second later if he wasn't stopped by two knocks on his window. He looked up feeling somewhere between shocked and thrilled. After all of this, he was sure that there was something freaky this time

And he was right. He felt his jaw drop when he saw someone silhouetted in the moonlight there. It took a minute before he could make himself move, but when he could he ran right through a pile of stuff that was in his way. A shirt tried to its best to trip him as it tangled around his foot, but its best wasn't good enough. He kicked it away even as he shoved the window open. He stared for a second before he let out a shocked and amazed, "What?"

"It took you long enough, Doofus," Gwen said with a grin from the other side.

Ben didn't even _try _to hide his surprise laugh. She could tease him all she wanted if she could pull _this _off. She leaned against the windowsill as he did, her eyes glowing and it wasn't from a magic disk at her feet. Her hands were empty and he didn't see anything at her feet except for the shingles she was standing on.

That was when he knew that she'd been punking him about that the big mystery 'present' and he didn't care.

He should have, but he so didn't. She'd somehow snuck over to his house and he couldn't figure out _how. _She wasn't in her costume, not unless this was an anniversary issue and her jeans and the light blue hoodie that she was wearing and had pulled up over her hair was her new one, but that didn't matter. She could have been wearing a muumuu right now and it wouldn't change anything. She was here and that only meant one thing, the one thing even better than presents.

"Finally!" Ben almost whooped the word out as he tossed her present onto his bed. She could admit how awesome he was later. There was bad guy butt that needed kicking. "Hero time!"

His hand went for the Watch. Right now he didn't even care what alien he got. He could work with any of them. He'd made the move hundreds of times. It was a reflex now.

Hers were better.

He didn't have a clue how she managed to catch his right hand in hers before he could start the Watch, but he didn't need clues to glare. He just wished that she'd either let go or stop grinning and she wouldn't do either. "Sorry. No bad guys today, Ben, but there is something way cooler."

"What could be cooler than smacking down bad guys?" He didn't even try to hide the disbelief in his voice as his glare shifted from her eyes down to her hand. "And how did you do that?"

Somehow her grin got even bigger when he said that. "Go back downstairs and you'll find out."

"Fine," he said and he rolled his eyes. She glanced at the Watch and gave him a look. "And I won't use the Watch." The look did not go away. "I _promise," _he said and he couldn't believe that he had to.

She finally let him go at that. She let go and spun around as she dashed across the eight feet of shingles from his window to the end of the roof. His shout-whisper followed after her. "How did you move that fast?"

"Go down the stairs, Doofus!" Gwen caught herself right before she jumped and looked over her shoulder at him with a grin so wide that he could see her teeth in the moonlight. "And I want my present!"

He stuck his tongue out at her for that before he teased, "What present?"

Her jaw dropped and her gasp filled the night. Then she crossed her arms and turned away with a, "Fine, be that way!" His hand drifted for the watch as she pouted and he smirked because he didn't buy it at all. It might not be Hero time, but he always had time to make her chase him and her present was the perfect lure. All he was waiting for was for her to spin around and get the game started, but she didn't so it. She looked over her shoulder and smirked at him again as she said, "I left your present at the front door and I can always take it back. Race you!" and with that she jumped off of the edge of the roof. There was a flash of blue light that came and went as fast as lightning, but her evil grin stayed with him.

And then she was off.

Ben felt his heart hammer again even as he slammed his window shut so she couldn't sneak up behind him. He didn't think that she'd actually take it back. She was a total dweeb and as sneaky as any of the bad guys in the movies, but he knew her and _that's _why he ran. He knew that all her big talk about an amazing present was just her way of punking him. It was even a funny one.

Gwen funny, anyway.

But he was going to catch her out now. And he'd get to spend the next _year _rubbing it in her face that she didn't get him anything and that was way better than any present.

Especially when she saw what he got her. He scooped up her present and ran like he just heard that there was a pop quiz on fractions.

It should have been easy. His backyard was a maze of planters and rose bushes and bird feeders and baths of all kinds because of his mom. There was even a fountain that she swore helped her relax when she had the window open even though it just made him have to go and he'd tripped on half of it when he snuck out even though he _lived _there. The dweeb had to get through all of that _and_ the fence that wrapped around against the side of his house while he just had to get down some stairs, but he knew her. She could make it. She could do it even without magic. Heck, he could get over the fence as him without any trouble and she had her freaky fancy moves.

Which was what made this _fun. _

So he kept running as he burst out of his bedroom door and hit the stairs. He usually took the steps two at a time. This time he took them at three in something that was a mix of a run and a hop and a fall he was just barely in control of and he didn't care.

He was so going to win.

And then he heard something that made him stop dead halfway down the stairs. Stopped him so fast that his feet almost outran the rest of him as he grabbed the banister with both hands so that he didn't fall.

"Never mind, Carl, I see him."

Ben's eyes shot up the second he heard that voice rumble up at him. It always had a laugh in it, even when things got bad, but that was all he heard now. He saw the man there, framed by the open door and Ben's parents. He had a cellphone in his hand as he looked past Ben's parents and up the hall. The grin was in his eyes, too, as they met Ben's.

"Grandpa?" Ben asked, his own voice somewhere between surprised and sure that this was a trick, and then he didn't care. "Grandpa!"

If he wasn't already most of the way down the stairs he would have taken them four at a time on his way down. He saw his parents spin around, his dad sighed while he watched his mom's hand go to her mouth. They both had portable phones in their hands but not anywhere near their ears and Ben didn't even have to guess who they'd been talking to. Not that it would have mattered if Grandpa was still at the R.V. park. Heck, the man could have been sound asleep there and Ben was still sure that he would have heard his mom yell, "Benjamin! What did we tell you about running on the stairs!?" just fine.

"Don't get caught?" Ben blinked and shrugged and kept running as he hit the hall. He saw his mother sigh and his dad fight a grin and then he was forcing his way between them and looking up. He stopped just short of the hug he was way too old to give anyone, but that didn't mean he couldn't ask questions. "WhatareyoudoinghereGrandpa? Ididn'tthinkI'dseeyouuntilMonday!"

"I don't know," Grandpa said instead of answering anything as he made a show of closing his cell phone and slipping it back in his pocket. Then his hand went to his chin as he made a show of looking Ben up and down with a look so serious that he'd only seen it when they were chasing ancient swords or alien warlords. Ben didn't have a clue what the man was looking for and he didn't care. Grandpa was here! But he still sucked in a breath anyway when his Grandpa shook his head. "You don't look quite eleven to me. Not yet. I think that you have a few more minutes to go, Sport, and we were wondering if you wanted to take a ride to celebrate it when you are?"

It took a second for it to sink in that it was a joke, and the second it did there wasn't anything in the universe that could have stopped him. Not his parents or even dignity. He spun around on his heel and begged his parents. "Can I? Pleasepleaseplease?"

His mother tapped her chin before she nodded. "I suppose that we can let you stay up a little bit later today," then she grinned and snuck a kiss on his forehead. "Happy Birthday, Ben."

"You knew!" he shouted as he wiped his forehead with the sleeve of his jacket. He'd been so sure that this birthday was going to be the worst. He could get Grandpa and Gwen setting all of this up, but if his parents were in on it…

If they'd put him through all of this and they _knew… _

His mom either heard the accusation in his voice or saw it in his face, because she held up both of her hands as she took a step back. "I didn't even know Max was here until he knocked."

He felt his anger sputter at that. He wanted to believe her. It wasn't like his mom could lie, but… "Dad?"

Not that his dad was paying any attention. His father cocked his head and looked right over Ben's head as he asked, "'We?' You said..."

Ben spun around, so he got to see Grandpa's smile fade just a little. "I know that this is a surprise, Carl, and that he has a big day planned for tomorrow, but I thought… It's just for an hour. Hour and a half max."

Ben spun back so he could give his dad the glare he deserved, but he didn't get a chance. He saw his dad wave his hand before he could even start. "I'm not Frank, Dad. Of course you can take him, I just wondered… You said we?" he asked again as he craned his head a little more.

Ben turned back so he could see what his dad was looking at, and for a second he didn't see anything but Grandpa. Then he looked past the man and the Rust Bucket waiting in the street behind the man. He'd been in such a rush he'd missed the huge thing completely, but now that he saw it he could hear the rumble that it's engine made as it waited for them to come back.

He missed that sound so, so much.

The Rust Bucket was _right there _and he just had to…

Had to…

He looked at his dad and then back at the Rustbucket. Grandpa parked it in the one spot on the street where his parents couldn't miss it and right where there wasn't any way for someone to sneak back to it without his parents noticing them.

Not even a dweeb who thought she was a ninja sorceress.

"Ah," Grandpa said as he glanced off to his side and the little spot between the door and the front window. It was a spot that Ben knew all about because that's where he stood to check what was going on when his parents had company before he barged in. It was the only safe spot in the whole front yard and Ben didn't even try to hide his smirk when he saw Grandpa's face twist into his 'there's no use in hiding. I already know and I know what's best' look. Usually he hated that look, but not right now.

He leaned forward because this was going to be epic!

He heard Gwen sigh before he saw her, and he knew that his smirk was the first thing that she saw just from the glare that she gave him as she stepped into the light next to Grandpa. The glare only lasted a heartbeat before she her eyes darted up from his face to over his head. Then he watched her eyes get big as she worried at her hands before she did something with them that was too quick for a wave. "Hi Uncle Carl, Aunt Sandra," she said as she tried to smile, but her emerald eyes kept darting back down to Ben's even as she pulled the hood of her hoodie down.

Ben wanted to tell her it was all right, that his dad and him had settled things man to man and he only turned to make sure that it was still true. His dad just stood there and looked stunned and he saw Gwen's gaze follow him from the corner of his eye.

It wasn't often that they both screwed up. They should have kept their eyes on his mom.

"Gwen! Honey!" the woman gasped out, and that was the only warning that they got. Ben jumped forward even as his dad reached out to grab him and pull him out of the way. it didn't matter. His mom might not be a hero, but she had moves of her own. Moves or powers because she somehow slipped around Ben without ever touching him as she leapt forward.

Gwen barely had a chance to squeak before she was bowled over in a hug that even sent Grandpa scrambling backwards. There was a flood of 'I'm so sorry's and sniffles and then they were both moving as his mom took her by the hand and pulled her back into the house.

He barely got a glimpse of Gwen's face as she rushed by. Just enough to see the worry and confusion and happiness and fear all mix together in a look that was the mud of expressions.

The three men - and Ben was a man now, his dad said so - stared at each other. They stared until Grandpa broke the moment with a rumble of a laugh. Ben just shook his head as he watched Gwen run as she tried to keep up with his mom, who was still apologizing even as she tugged the dweeb around the chairs and tables to the couch. "Girls."

"You understand them just as much as I do, Sport," his Dad said as he ruffled Ben's hair, but Ben didn't miss the grin on the man's face even as he shrugged. "We'll let you have her back in a minute, Dad," he said as he followed the two into the house.

Ben watched them as his dad hurried over and his mom settled Gwen on the couch before she hurried off for the bag of presents, old and new. His dad made it over just as his mom dropped the bag at Gwen's feet and the two settled in on either side of the dweeb as she reached for the wrapped box that was waiting on top for her.

It didn't make any _sense. _The box was _tiny _but Gwen's eyes lit up anyway when she saw it. "How cool could it be? That box'll barely hold some dice," he grumbled as he squeezed the much bigger and way cooler box in his hands tight. She didn't squeal like that when she saw her present at Christmas… "Not fair," he muttered.

"I've told you before, Ben. It's the thought," Grandpa said and his smile was almost as big as the dweebs.

Ben could have kicked the man. He put a lot of thought into… And then he did some more and he scowled up at Grandpa's face. "You set her up." It should have been an accusation. It wasn't.

Grandpa should have looked guilty. He didn't. If anything his smile got bigger. Ben heard wrapping paper tear, but he didn't look over. He just shuffled his present from one hand to another as he watched his Grandpa and waited. Finally his Grandpa met his eyes and said, "It's what Grandpas do, Ben."

Ben just snorted because he knew that. He just didn't know what to do _now. _He knew all the stuff he didn't _want _to do. That was easy. He didn't want anything to do with what was happening on the couch, and he _so _wasn't going to stand here and watch Grandpa grin as he did. He couldn't even look down because of the stupid present he was carrying, which just left him glaring at an old R.V.

Then there was another happy squeal and Ben glared harder as he muttered. "How long is she going to milk this?"

If he wasn't glaring so hard he never would have noticed it. If Gwen had made it back to the Rust Bucket like she'd planned he wouldn't have cared. Not with Grandpa here. Not when Grandpa was giving him all of his attention because it was his _birthday _instead of…

But he was, so he did. The Rust Bucket was parked facing the wrong way.

He'd only gotten off the phone with his Grandpa a few minutes ago, and even if the man went turbo the second Ben passed the phone to his dad he still didn't have enough time. Not to get here and not to turn around. That took _forever _in the Rustbucket and it wasn't like Grandpa could have come a different way. The road he lived on went on for a while, but it was a dead end. The only way the R.V. could be facing back to the main road was… He turned and punched his Grandpa on the arm. "You were right around the corner the _whole time?_!"

Grandpa jumped a little - and Ben was sure that it was more because of his tone than the punch - and he could have sworn that the man's eyes twinkled when his eyes met Ben's. "We wanted to surprise you. From the looks of things, we got you pretty good."

He should be mad. Ben knew he should, he always was when someone played a joke on him. He settled for kicking at the ground as he sulked. "You're an evil man, Grandpa. Letting me think I wouldn't see you on my birthday," he said, and he swallowed hard as he said it.

"That was never going to happen, Ben," Grandpa said as he clasped his hand on Ben's shoulder. "I haven't missed any yet, have I?"

He knew his Grandpa meant those words and they should have made the knot in his stomach go away, but they didn't. He heard a high pitched squeal come from the living room and his eyes flickered over to the couch. Gwen had wrapping paper at her feet and her hands at her right ear and he didn't even want to know. He'd meant it when he told her that he didn't want to make Grandpa choose just like he'd meant it when he told Grandpa that he should go to Gwen's because it wasn't her fault that things went wrong.

It was what a hero did.

He tried to swallow the lump he felt because, as much as he meant all of that, there was a part of him that knew that Grandpa would go to her party anyway.

He knew who the favorite was.

Everyone's favorite. He heard his mom laugh at something the dweeb said and he squeezed the box in his hands even harder. The whole thing was stupid. Who was he trying to -

"I know you thought it was a choice, Ben," Grandpa said and his voice rumbled like an avalanche in Ben's ears as he said it. Ben's head shot up and he stared at his Grandpa because that was just freaky. Plumber freaky, "but it wasn't."

"Can you…" Ben started to ask even as his mind raced. This explained so much! His Grandpa was psychic. This was great! This was horrible! "Get out of my head, Grandpa!" What did they do in the movies?! Mary had a little lamb, it's fleece was as white as -

Grandpa just shook his head. "You don't need a crystal ball to see the obvious, Ben. And considering you've been standing there looking at everything but your cousin ever since your mom pulled her over there, well, even an old man like me could figure out what you were thinking. It was a good thing you did, telling me to go to her party instead. I'm proud of you for saying that, but…"

Ben wanted to grin and hide all at the same time at the words. He settled for standing there frozen, mostly because his body wouldn't let him do anything else. "But what?"

"But you thought that I would choose between you. That I _could_ choose between you," Grandpa said, and Ben saw the hurt in the man's eyes at that. Ben ducked his head the second he did and jumped when he felt his Grandpa's hand on his shoulder. "I'd never do that. I didn't know how long you were going to be gone today, Ben, but I was planning on stopping by tomorrow before Gwen's party no matter what. Maybe even see if we could still get that game of laser tag in, but even if we couldn't I wasn't going to let this weekend go by without spending time with both of my favorite grandkids."

"We're your only grandkids," Ben shot back like he always did and he wished that he didn't because he could hear his voice break, but he didn't shake his Grandpa's hand off. He wasn't going to move at all, but something in the back of his head itched and he didn't know why until he went back over what his Grandpa just said. "Wait, you were planning on coming by tomorrow? Then what's all this?" he asked as he threw his arms wide.

It wasn't often that he managed to surprise his Grandpa, but he did now. He watched both of the man's bushy eyebrows shoot up. "I thought she told you upstairs! Gwen called me the same night you told me about the convention. This was all her idea."

Ben's eyes shot back to the couch and to his annoying cousin just as she jumped up and gave both of his parents a hug. He wanted to gag at the sight. At least his mom and Gwen were both girls and they had an excuse for all these hugs, but his dad? Ugh.

She planned all this?

"What did she plan next?" The words slipped free before he could stop them.

Grandpa just shrugged. "Presents and cake in the Rust Bucket, why?"

"Do you think we can go somewhere?" Ben asked, and he didn't know where the words kept coming from. He didn't want to look at the dweeb or his Grandpa while he said them, and there was only one way left after that, so he looked up at the sky. "Like that campsite you took me to when you wanted to show me how to use a telescope?" Where he got bored and broke the telescope when he tried to use it as a sword was the part of the story that he forgot about until the words left his mouth. He wished he could have pulled them right back as he winced and waited for Grandpa to remember.

If Grandpa did, then he didn't care. He just smiled. "I knew that the astronomy bug would bite you sooner or later, Ben," Grandpa said as he turned and his head tilted back. Ben could hear him humming to himself as he looked and thought and then he nodded. "It's a bit chilly, but the skies are clear. It'll be a good night for it."

Ben's eyes went back into the house and he knew he was running out of time. Gwen was scooping up the shopping bag and turning their way and he could see her huge grin. He gave his Grandpa a look and whispered, "Keep it a surprise?"

Grandpa shook his head and sighed. "It's always a competition between you two." But he didn't say no and he didn't spill the beans when the dweeb started calling.

"Grandpa! Grandpa, look at what Uncle Carl and Aunt Sandra got me!" Gwen said as she darted up to the door and turned her head this way and finally solved the big mystery in the lamest way possible.

Earrings. So _what? _

And then Grandpa let out a bark of a laugh. "They're just what you needed, Pumpkin!"

It was those words and the look of dweeb joy on her face that made Ben actually look at the things in her ears for once. Just a quick glance at first so he could give the whole thing the eye roll that they deserved, just enough to see they were gold now and shaped like something. When he saw just what he snorted. "Just what you need, Dweeb, more books."

She sniffed at him and raised her chin as her hands went to her hips. "You just don't know what's cool."

"Like you do!"

"That's enough, you two," Grandpa said as he took them both by the shoulders and kept them apart. "They're very nice, Gwen."

"Thanks, Grandpa!" Gwen said, and then she leaned around the man and stuck her tongue out and Ben just couldn't let that go.

He still heard his Grandpa sigh, even over the sound of their raspberries and his parents' laughing. "Good luck, dad," Ben's dad said.

"I survived three months, I can survive a couple of hours," Grandpa said back as he turned them around and steered them to the Rust Bucket with a squeeze on their shoulders.

"Maybe _you_ can," Gwen said, and he could just imagine the dare in her eyes even though he couldn't see her.

And there wasn't any way he'd back down from a dare. "You're just mad because I was born first. You really should get over that, Gwen. It's not healthy," he said, echoing the stuck-up tone he heard in every single one of his mom's parenting tapes.

And he knew it hit home just from the way she gasped. Grandpa's sigh was the only warning he got as she stormed around the man and gave him a shove with her free hand. "You are not! Mom said I'm seven seconds older and that's why I'm so much more mature!"

"Please," Ben snorted and he was just about to shove her back when he thought of something even better. He could prove her wrong and he knew just who to ask. He spun back to his front door and the blonde woman who was hiding her smile behind her hand. "Tell her, mom!"

"Tell him, Aunt Sandra!" Gwen said as she turned, too.

"It's not like we were in the same room," His mom said as she jumped at being the sudden center of attention. She looked at them both and Ben held his breath as he hoped she'd take his side and waited for her to back up the dweeb like he knew she would. Gwen knew it, too, and she was already smirking when his mom opened her mouth. And that smirk died so hard when his mom said, "but you were both born at the same time."

"No, we weren't!"

"That's not - !"

"I'm sure that Natalie thinks that you were born first, Sweetie, but I know what I heard and honestly, seven seconds? Trust me, we weren't looking at the clock right then," His mom giggled like it was a joke.

If it was, Ben didn't get it, but he did see Gwen's eyes go wide again before they went to her feet so it must have been a good one. He'd have to ask Gwen later, even if it was just so he could make her face burn like that again. When Gwen finally looked back up he heard her ask, "Then how do you _know?" _in a voice that was barely above a squeak.

"Because a mother just knows," His mom said as she brushed her hair back with one hand. Then she smiled at them both with something glistening in her eyes and this time Ben was the one looking down at the brick walk because he knew that look. This would end in baby pictures if they didn't get out soon. "That and the nurses wouldn't stop talking about it. They said that not even twins were born so close together, and they couldn't believe that you two were cousins."

"I was there, too," his dad added a second later, "I thought I was hearing Ben's first scream in stereo."

Ben didn't look at Gwen after that, but he didn't need to. He heard her echo his "Dad!" with an "Uncle Carl!"

"And nothing's changed, even after eleven years," his dad said with a laugh.

"You two were so cute…" His mom said as she clutched her hands over her heart. The photo albums were so coming out. She better have them put away before the guys got there tomorrow. Maybe Grandpa would hide him.

"Come on, Sandy. Let's go find the _really _embarrassing pictures," his dad said and he just laughed at the echoed protest, but at least he pulled his mom back inside with a, "Happy birthday, you two! Have fun!"

And then the door closed and they were finally safe.

Mostly safe. The dweeb wouldn't stop glaring at the door as she crossed her arms. Then she shot him a look. "One of us has to be older!"

"Don't be a baby," Ben said and he just laughed. "Oops, sorry! Guess you have no choice!"

"I am not!" Gwen shouted as she stomped her foot. "Grandpa! Tell him! It's not possible!"

"After everything that you two have been through, _that's _what you think is impossible?" Grandpa asked, and then he burst out laughing, a deep booming belly laugh that didn't stop even as he turned back to the Rust Bucket and started walking.

"Fine," Gwen said with a stomp of her foot as she followed after the big man, but she kept glancing back over her shoulder. Her left hand was full, but she kept reaching up to her new earrings with her right and he saw her lips twitch.

She kept staring until Ben just had to ask. "Do… do you want them to come with us?" He hated asking. This was the first time it was just going to be the three of them since they got back. This was the first time that things were going to feel like summer since summer ended and it was just going to last an hour and he didn't want to share it, but she kept looking back and a hero would ask.

Being a hero stunk.

Gwen looked for a second longer, then she shook her head. "No. It's _our_ birthday, Doofus," and she smiled at him as she pulled her bag against her chest. At least he thought it was a smile anyway. That thought died when she shouted, "and we never finished our race!"

And she was off.

"Cheater!" Ben shouted as he chased after her. The two of them dashed around either side of Grandpa across the lawn. She tried so hard, but Ben laughed as he raced past her and his hand hit the Rust Bucket's side door first.

She glared at him without heat and tapped the bag she was holding. "A gentleman would have carried this."

"You're right, Gwen. Let me know if you see one," he mocked as he yanked the door open and hopped inside.

And froze.

Even at its best the Rust Bucket wasn't anything impressive. The paint was still beigish, but Grandpa had been living in it for as long as Ben could remember and it showed. Things were scuffed and chipped and there was dirt in spots that scrubbing would never get out, and those were the good days. On the bad, he'd come in and found half the engine on the table and grease everywhere. On the horrible days, the inside would be white with smoke as mud or slime dripped off of the counters and puddled on the floor. That was all normal.

This wasn't. It so wasn't.

Banners were stretched out across the kitchen and cabinets across from the door and waving in the breeze from the heater; A blue and a green one that both said **Happy Birthday! **A loose balloon drifted towards him and he batted it away. The rest were tied in groups onto anything that could hold a string, even the back of the passenger seat. He spun back to the door and he saw what looked like a chocolate cake on the table and the big pile of presents that were next to it.

"Grandpa?" Ben asked with a shock laugh as he looked over Gwen's head at the big man. "You did all of- ?" His Grandpa grinned, but then he nodded down. Gwen stood there, her mouth set as she sighed, and he felt his stomach twist. He was sure that she'd been grinning right up until he said Grandpa's name. "This was you?"

And he saw her blush as she shrugged like it was nothing, but he knew her better than that. She was just dying to brag and he knew that she couldn't resist for long. Finally her lips twitched. "I had some leftover decorations after we finished setting up for _my _party - "

"Your party isn't until tomorrow!"

"Not all of us wait until the last minute, doofus," Gwen said right back, "and we were waiting _all night_ for you to come back, so I had plenty of time to decorate." Then her inner snob must have gone back to sleep because she jumped into the Rust Bucket right next to him and bumped his shoulder with hers. "And it's our birthday."

Ben felt his mouth work as he tried to think of something to say. Insults were easy, but they felt just as wrong as everything else right now. Finally he just reached down and pulled the bag out of her hands. Her eyes went wide for a second and he knew she was waiting for him to spill it out on the floor.

He was waiting for that, too, but… "Shut up," he muttered when he saw her grin come back when he didn't.

She clasped her hands together behind her back as she slipped around him. "I knew that you had it in you, Ben."

"I told you to shut up," he muttered as he followed her around the corner to the dining booth. She kept grinning, but she didn't say another word as she sat down. He dropped the bag on the floor next to her before he slid into the booth across from her.

They felt the Rust Bucket shift as Grandpa got in and heard him slam the door shut behind them. Then they heard him slam it again and this time it took. "Gotta remember to fix that," the man said to himself as he walked around the corner. He nodded at them and Ben could see his eyes flash up again. "Good, you two stay settled and we should be there in a few minutes."

Ben would have paid real money for a camera right then just so he could save the twisted, horrified look that went over the dweeb's face forever as Grandpa turned for the driver's seat. She always went mental when her plans were messed with and she didn't disappoint today. "Be where? Where are we going?!" The worst thing was, he had one. He could feel it in his front pocket and he couldn't use it. Not yet.

"Oh, here, there," Grandpa said over his shoulder as he settled into his seat. "I've been letting the Rust Bucket sit in one place for too long over the last few weeks and the tires need a few more miles on them."

Gwen's mouth worked in outrage, and then she glared at Ben. "I saw you talking to him. What did you do?"

Usually he would deny it, but this would be so much more fun. "You'll see," Ben said with a smirk as he leaned back.

"But, but…" Gwen sputtered out. "That's not fair! Grandpa! He's been teasing me with my present all night!"

"Have not!" Ben shouted back without thinking even though he so had. He'd done it all the more since it didn't seem like she cared at all, but now that he knew…

He grinned as he put her present on the table in front of him and he watched her eyes go wide and then narrow as she stared at it. "And you've been teasing me for longer!" He said as he eyed the other presents that were stacked up, not that he was dumb enough to think any of them were from her. "It must be magic, 'cause I can't see it."

Gwen went even redder as she grabbed at the big box that had been leaning against the rest of the stack. "Your present is right here!"

"You really did…?" He asked as his free hand went to his hair in surprise. Then his mind raced as he stared at the huge box. It was way too big for a book or a video game, but it wasn't all that tall and he couldn't…

He reached out.

And her hand caught his again. He didn't even see her move. He stared at her fingers as they squeezed his wrist. "How do you keep doing that?!"

She smirked and shook the box in her left hand like the wicked witch that she was. "You'll find out the second you open this," she said in a sing-song voice.

"Whatever," he said as he pulled his hand back and shook her present right back. "This is way cooler than whatever you got me!"

They sat there for a second and glared at each other. And they kept on glaring until they felt the familiar jolt of the Rust Bucket going into gear. Then they turned as one and shouted, "Grandpa!"

"You can open each other's presents if you want," Grandpa called back from the driver's seat in another moment of freaky. Ben didn't have any idea how the man knew what they were fighting about, not when they were being so quiet. Or when he was at least. It had to be the dweeb's fault. She was so _loud. _It wasn't like anyone could ignore her even if they wanted to. "Just save mine and the cake for when we get there."

Which led to another stand-off as he glared at Gwen and she glared right back. He held out her present and she held out his and they made the exchange and pulled the presents back like they were hostages. shared another look before they exchanged presents. Ben squeezed the box as soon as he held it and felt it give under the slick wrapping paper. He was dying to know what it was and ready to scream if it was another prank, but… He looked up and saw her watching him even as she fiddled with the present in her hands. "You first."

He was going crazy wondering what she got him, but he wasn't going to miss the look she got when she opened her present for anything.

It would be even better than the one she had on now. He saw her mouth drop when he said that and her eyes gleamed, but she shook her head. "Rock, paper, scissors?"

He whooped when his rock crushed her scissors and then his hands destroyed her wrapping paper.

Only to freeze when he saw the white cardboard box that the wrapping paper was hiding. The box was bigger than he was used to, but he'd seen enough of the horrible things at Christmas. He knew that nothing good ever came out of them. Not even once. "Clothes? You got me clothes? Couldn't you have just gotten me a book?"

Gwen gave him a glare instead as she rocked in her seat. "Just open the box, doofus!"

He grumbled as he did. There were clothes inside, ones made out a bright white cloth that he'd only ever seen when his mom was getting ready for bed. He couldn't… what on earth was she thinking? "Pajamas?" He heard his voice squeak at the word and he felt his cheeks burn. "You got me pajamas?"

"What? No!" Gwen shouted and he saw her face burn too at the idea. She shook her head and sprang up in her seat so she could reach over. She grabbed a white something out of the box and held it against his chest. "It's a gi!"

"A what?" he said as he looked down. He thought it was a robe at first, then a shirt and finally a jacket or a robe or whatever. Not that any of them made this any better.

"A gi! It's the uniform that you need for karate class!" She babbled as she eyed the jacket on him and then she nodded. "And aunt Sandra told me the right size! I was so worried because Sensei has to order them and there wasn't any way he could get another one before class starts on Monday!"

"What?" Ben repeated, his mouth dry as he stared down at the plain white pants that were still waiting in the box. The plain white pants and long white belt that he'd seen in every martial arts movie ever, and his heart sank when he realized it was just like the one that Gwen was wearing in the picture his mom had on the mantle.

She didn't.

Gwen didn't even hear him. He knew she didn't just from the way her grin kept getting bigger and bigger as she went on. "The dojo is right next to the park by my house - we walked right by it when we were looking for a birthday present for your dad - " and Ben almost remembered her pointing it out way back then. The image of a squat building made out of bricks flashed through his head. That and the happy babble that filled the air next to him that he didn't even pretend to listen to. He was too busy shuddering because it looked way too much like the baby brother of his school gym and he couldn't figure out why anyone would want to spend more time in gym. Not that Gwen noticed his shudder back then. Not that she noticed it now. Now her green eyes were wide with excitement as she babbled on, " - and we practice every Monday, Wednesday and Friday for an hour! Class starts at 4:30, but we're supposed to show up early to help clean and the Sensei wants to meet you, so your mom should drop you off around 4!"

Ben felt the blood leave his face. "Mom knew?"

"I..." Gwen said before she paused and frowned. "Well, I mean, she can take you, right? Is she busy? She's probably busy! I wanted to ask her but it had to be a surprise and aunt Sandra can't keep a secret at all and I can't believe that she's busy?! Grandpa! Grandpa, you're free on Monday, right?!"

"Calm down, Dweeb," Ben muttered. Usually he loved it when Gwen freaked out. Mocking her then should have been so sweet, but the words, "I"m sure that mom will be _thrilled_," were bitter this time. He knew his mom, she'd bring him and she'd be going on and on about mystical this and incense that as she drove him over.

"Well, I only had enough money for the first month, but I'm sure that if you like it that your parents will… I should have asked," Gwen kept going. She really had been thinking about this for a month Ben realized with a start, she only worried like this when she had time to _dwell_. Usually anyway. Unless there were monsters around or he was having fun.

Then she went from 0 to freaked in less than five seconds.

Ben felt just as freaked, but it wasn't about the money. Once his parents heard about this he wouldn't be able to stop them from paying for more classes. His eyes wouldn't look at anything but the gi and he didn't listen to anything either as he pictured the next month. Not until the noise stopped, and then it was too late.

"You hate it," Gwen said, her smile long gone. He saw her blinking as she pulled the jacket back and her hands fumbled at folding it before she just shoved the thing back into the box. "I thought… this was so _stupid. _Of course you wouldn't - "

Of course he didn't want to do this, but he hated the look on her face and the way her voice broke more. He pulled the jacket or robe or whatever it was back out of the box. The fabric was stiffer than it looked and nowhere near as soft, so at least it had that going for it. He tried to imagine wearing it and "No!" Ben said. "Nononono. It's just that… Sport, me. Two things that should never go together. Learned that at baseball last year." He'd gotten kicked off the team after he picked a summer with Grandpa over them and he didn't regret it. Much. Not as much as he did this. He looked at the clothes and he thought of a month's lessons and swallowed hard. "How much…."

"Don't think of it as a sport," Gwen said with a desperate edge in her voice before he could finish the sentence and he knew just from the look in her eyes that she'd never let him finish it, which only made him feel worse. She must have spent so much on this. She gave him a desperate grin. "Think of it as learning to kick butt like the pros!"

Ben ran his hand through his hair and made a bigger mess of it before he glanced at the Omnitrix and wished that the thing could get him out of this. "I'm already kicking butt on a pro level."

"Yeah, until that thing shuts down. Now you'll be able to do it whenever you want!"

Ben poked the uniform and sighed. "Kicking butt?"

And something like a smile came back on her face. "And taking names!"

A month. Twelve hours of some dude yelling at him because he wasn't kicking just right, but it was kicking butt. The idea did make him smile a little. Then he had a thought that made him almost grin and he looked at her as he poked at the shoulder. "Do they let you write the names of all the butts you've kicked here?"

She buried her face in her hands just like he knew she would. "No."

A month.

At least it wasn't more math. "Rats. I wanted everyone to know when I kicked yours."

"In your dreams," Gwen said, but he saw her smile even before she took her hand off of her eyes. "It really is fun. You'll see."

He knew her, she thought he was hooked now. A month. He could deal with a month. Just as long as he didn't have to think about it. Which was good, because not thinking was the thing that he did best. "You know you're dying to," he said as he eyed the present in her hands.

And her grin went feral, but she didn't tear into the wrapping paper because of course she didn't. He watched her hold the box up to her ear and shake it. Like he hadn't thought of that. His grin got more evil as she frowned and finally set it down so she could open it by peeling off one piece of tape at a time.

"Do you need me to open it for you?" He asked as he made a grab for it.

She yanked the present back and slapped his hand. "Mine!"

"Come on, I'm getting old here."

"Fine." She said as she finally remembered she was a kid and not a thousand years old and tore through the paper. She shot him a glare when she saw the Sumo Slammer figure box inside.

"I needed a box," he said with a shrug. And then he saw her pull on the box and his eyes went wide. "And I need that box back! It's near mint!"

"It's just a box, Ben," the dweeb said as she rolled her eyes because she didn't get it, but she stopped trying to destroy the box and that was all that mattered. She was almost as careful as he would have been as she pulled the top open. She was just about to reach in when she stopped and gave him her 'I'm not mad yet, but I could be soon and you be ready' glare. "This better not be a Sumo Slammer figure, Ben," Gwen said as reached into the box and started pulling out all bundled up newspaper he'd shoved in there just so her present wouldn't make any noise when she shook the box. "Never mind, at least a toy would be some - " she started and then she stopped as she finally found it. Her eyes went wide as she stared at the plastic and metal thing she pulled out. "A cell phone?"

"Yeah, well, I figured that this way we can talk without your mom sitting _right there,_" Ben said as his hand went to his hair and he didn't know why he was the one babbling now, but he couldn't stop. Not even when he saw her eyes light up at that. He should have stopped talking then. That should have been more than enough, but he just couldn't resist teasing her even if he had to do it in a whisper because Grandpa was _right behind them_, "and I won't have to wait for you to get ready before we go hero again. Last time you almost got us caught _and _we lost the bad guys!"

If her magic ran on glares he'd be dead right now. "None of that was my fault!" she hissed back at him.

So he nailed her with his best snort as he crossed his arms and leaned back into the ancient and cracked seat cushion. "You shrieked when you woke up! Since when do you do that? And you woke your mom up!"

"It was one in the morning and I was sound asleep! Or I was until - !"

"If I hadn't thought so fast - !"

"Thought fast?" She said and her nose wrinkled. "The window was right there and you hid in my closet! What if my mom looked in there? How was I going to explain a dinosaur in my closet, you doofus?!"

That shut Ben up for all of five seconds before he shrugged and said, "Science fair?" He knew he knocked it out of the park when her mouth dropped wide open.

"You are such a _doofus!" _Gwen shouted as she forgot all about trying to keep quiet. The only thing that was louder was the cackling laugh he let out a second later. She glared at him before she spun around in her seat so she was facing the window instead of him. Then she closed her eyes, crossed her arms and raised her chin. "That's it. Birthday's done. So not talking to you anymore."

He grinned because he'd heard that before. It usually ended up with her chasing him as she shrieked about something or other that he'd done just to prove that she still had a lot of things to say to him. It would be so easy, but it was their birthday and there was more than one way to tease her. So he got up and slid into her side of the booth and leaned in close enough to rest his chin on her shoulder just because he knew how much it bugged her when he did. "Awww, but if you don't talk to me then I can't tell you about all the cool things the phone can do."

She was just about to shrug him off when she froze and her eyes opened wide. He saw her eyes go to the phone as she let out a little whimpering sound. He'd hit her right in the nerd and she knew it, so it was time to drive her _crazy. _"Or I can just keep it." He said and he reached out for her present, but her hand caught his wrist again. He jumped and shouted, "Stop doing that!"

"Maybe if you ask nicely, Ben," she said with a grin and tone that sounded like it was drowning in sugar. Then she tilted her head to his present, "or you can go to karate and you'll find out how to stop me in a few weeks."

His eyes went right to his present at that. "A few weeks?"

"Just a few," she said and her grin didn't twitch at all. Neither did her hand.

Not until he really tried to pull free anyway, and she kept grinning like she could have held on if she really wanted to. He tried to brush her cooties off as he glared. "Fine! I'll go!" He said with a humph. He saw her grin and he settled in for a sulk when he saw her phone again. "Do you want to know what it can do or not?" And she made that whimpering noise again as her eyes went right for her phone. Her hand followed a second later, but it stopped just over it. "It doesn't have cooties."

"It so does. _You_ made it," Gwen shot back and he waited for her laugh, but she didn't, She didn't for so long that he finally looked at her face because she always got an evil look right before she went wicked witch, only there wasn't a look either. She was just staring down at the phone as she bit her lip. She brushed her finger against the plastic top before her hand shot back like the phone burned her, which it so shouldn't.

Not anymore, anyway. But the second's doubt did make Ben look around for the fire extinguisher that he was sure Grandpa had around here somewhere...

"Ben… I can't." She sounded miserable as she said it. "I can't pay for a plan and mom and dad won't. I've asked so many times, but…"

"Oh, that," he said and he let out a relieved laugh. "I wouldn't worry about that."

She frowned at him. "You do know someone has to pay for this stuff."

Ben grinned. He couldn't help it. She was going to _freak_. "Go on, open it up." He saw the doubt in her eyes, but that didn't stand a chance. Not against the part of her he'd seen actually drool when they were in a computer store. It didn't take her anywhere near as long to give in as he expected. She let go of his hand and flipped the phone open and the screen burst to life with a green hourglass in a black field.

Gwen's eyes went wide when she saw the Omnitrix symbol. "How?" She asked and her eyes got even bigger as he fished his phone out of his pocket and held it up.

"I got a couple of old ones from dad and Upgraded them. Well, and Greymattered." He paused and thought and laughed. "I Upgreymattered them! It took a few days, but I rewired these so that we can call anyone we want and no one will ever charge us and we'll never be out of service. Plus, if you tap the call button three times Grandpa and I will get buzzed. You know, just in case. But do you want to know the best part?"

She gaped as she looked over everything and he knew he won even if she wasn't wiping her chin just yet. "What?"

"Close it."

He saw the dread in her eyes, but she did. And the second she did his voice called out from the phone with, "Ben is the smartest person I know!"

She glared at him as he cracked up before she finally joined in. "Way cool."

"I know, right? Grandpa said that he'll tell our parents that they're prototypes that we're testing out for his rich friend so they won't get curious. He even made a form for us to fill out just because you love those," He teased as she opened the phone back up again and he leaned in close and started pointing at the little icons that Greymatter had programmed in. "It has a real camera now, and I added in a police scanner and a music player and GPS and everything. It can even get on the internet." It could, but the screen was too small and the buttons stunk. The whole time he'd been working on it as Greymatter he'd heard the little guy muttering about what he could do if he could just get his hands on some conductive glass or transparent aluminum instead of the brick he was stuck working on. He'd have to ask Grandpa what they were one day, because the metal and glass slab the little guy was thinking of looked even cooler than this.

But this was more than cool enough for now. He watched her play with the buttons and then her fingers flew. He was just about to tell her that she was doing it wrong and show her his name in her contacts when his phone buzzed in his pocket. He scooped it up and opened it to read the; **So cool - From: Dweeb **that flashed across the screen.

His fingers flew across the buttons; **School just got a lot better. **He heard her sniff a second after her phone buzzed as she read it, but the look she shot him didn't do a thing to hide her grin as her fingers moved again.

**I knew that you missed me.**

**So don't, ****but having a Dweebasaurus Rex on call is SWEET! **He texted back as he shot her a look and she just grinned back. Then her fingers flew again and he leaned in over his phone and just waited.

He knew that she'd love this. They could keep this going for _hours_.

"It always worries me when you two get quiet," Grandpa's voice broke in and they both jumped as the man sat down across from them. He pushed the ripped wrapping paper out of the way and eyed the open box and the phones with a smile. "So what's all the excitement about?"

"Ben's going to take Karate with me!" Gwen squealed as she bounced in her seat again.

"Is he?" Grandpa's eyebrows jumped up in surprise and Ben tried to smile when the man looked at him. Yay. Then Grandpa looked at the watch. "Ben, we're going to have to - "

"And look at what Ben got me!" Gwen cut in as she leaned half-way across the table and turned the phone around. "I can tell him what to do from anywhere now!"

"I knew that you would - Wait, what?" Ben shot back, and when Gwen cackled he banged his head on the window.

The window.

He turned and looked through it at the trees and stars outside. "We're here already?!"

"Here? Where's here?" Gwen asked as she spun around and looked out the window. "We're camping?"

"We're stargazing," Grandpa corrected with a smile. "Once you two finish opening presents and we have cake I'll set up the telescope."

"We will?" Gwen said and she squee-ed. She actually squee-ed. "Thank you, Grandpa!"

"Don't thank me. This was Ben's idea," the man said before Ben could stop him.

"It was?" Gwen asked, her voice hitching as she stared.

She kept staring until he couldn't take it. He turned and glared at Grandpa as he mumbled out, "Well, you did all this and I know that you miss looking at the - "

He saw her face dart towards his and he felt something warm and soft press against his cheek before he could do anything. "_**WHAT DID YOU DO THAT FOR!" **_He shouted as he jumped away, and he could feel his face burning hotter than anything Heatblast ever dreamed of.

Hers was just as red and she looked just as shocked as he felt before she shoved her chin in the air. "It was a little thank you kiss, you doofus, you don't have to freak out about it!"

"You kissed me?!" He shouted as he rubbed the arm of his shirt against his cheek.

"It wasn't anything!" She shouted back. And then she got a weird look on her face as she reached up and brushed her hand across his cheek. She didn't seem to care at all that he flinched away. "God, the look on your face… I can't believe that you'd turn _that _red _o_ver such a little…" she said and she sounded amazed as she said it.

Then she grinned an evil grin and Ben swallowed hard. He didn't know what she was thinking, but he knew it wouldn't be any good for him.

"It was very sweet," Grandpa said.

"You saw that!" Ben shouted in horror.

"I just wish I had a camera," Grandpa said with a nod and a laugh.

"Oh! I have one! Ben gave it to me!" Gwen said as she shoved her phone into Grandpa's hands. "Quick! I want to save this!"

"I hate you both," Ben muttered and his face got even hotter as he eyed the cake that was just waiting for them.

"You do not," Gwen said as she leaned in close and pointed at his blush. "Happy birthday, doofus."

Ben sighed and leaned closer. "Happy birthday, dweeb," he said as he smeared a finger full of chocolate icing against her cheek just before the flash went off.

Her shriek made it all worth it.

\- o - o - o - o - o -

**Erico Omake**

_Omnitrix Log, Day 202_

"_An Omnitrix Activation notice passed my algorithmic filter program, which means that for once, the young Tennyson child didn't use my greatest invention for physical violence or to play at heroics. My relief was short-lived, however, when I discovered that he used my Galvan template and the Galvanic Mechamorph template in concert to rebuild and reprogram a pair of his world's primitive wireless communication devices. It's nice to know that should he not become the Hero he desires to be, he will always be able to fall back onto a career of small appliance repair."_

\- o - o - o - o - o -

**Author's Note**

I am happy to announce that Erico surprised me this week and has finally decided to flesh out Bezel's story from 'Stone in the River.' I never liked how they treated him in Omniverse and I was so excited to read about the start of her adventure in 'Little Moment: The Sorceress and the Knight.'

A long time ago, when Magic was everywhere, there was a land called Atlantis that protected the Earth, ruled by a Mage King who had many sons, and only one daughter. Her name was Bezel. And she would change the world.

www.

fanfiction.

net/s/13322592/1/Little-Moment-The-Sorceress-And-The-Knight


	9. Aches and Pains

**Chapter Nine: Aches and Pains**

_Outside of the Rising Phoenix Dojo_

_Bellwood, California_

_January 11th, 1999 _

_3:55 pm_

"I'm not going out there! I look like a _mega-doofus_!"

Ben hissed the words out as he tried to make the back of his seat sink down even further. He could still see the tops of people's heads as they rushed by his mom's minivan and he flinched every time he did.

If he could see them, then they could see _him. _Just the thought made him try to tug his jacket even further down with his watch hand. At least that hid most of the dork clothes he was wearing.

His mom leaned on the steering wheel and her lips twitched like she was just dying to laugh, the _traitor. _Her and everyone else. "You do not, Ben. You look very handsome."

"That's what moms have to say to doofuses!" Ben said. Even he heard the whine in his voice and he so didn't care. He gave up on yanking at the handle because the stupid seat refused to sink down anyway and tried to make himself sink into the cushions.

And another quarter-inch of the world outside disappeared.

"Well, I think that you look like Bruce Lee," his mom said in her full mom voice. Or she did before she crossed her arms over the steering wheel and leaned her chin on her hands and made a weird sigh. "I used to have such a crush…."

"_MOM!_" He should have yelled the word, but even whispering it seemed too loud.

His mom coughed like she was choking. Then she shook her head so hard that her blond hair bounced and she blushed a little when she looked back. "You didn't seem to think you looked like a doofus when I caught you posing in front of the mirror..."

Ben felt his whole body burn at that. "I was just…" he tried to explain before his tongue turned into a knot in his mouth. He looked cool _then. _He even felt like a boss until they got here and he saw everyone else dressed just like him and it all sank in at once. They were all dressed like dorks, too, and it was just a school and he wasn't even going to learn how to do the Death Strike and he was going to suck and - and - and - "I wanna kick my own butt," he declared as he squirmed against the stiff fabric. "Why do I even have to wear this?! I never needed it to ki- " he caught himself right before he finished the sentence. He had kicked plenty of butt in real clothes, but his mom did not need to know that.

Not if he ever wanted to leave his house again.

He undid the seatbelt and started to scoot down the seat. "I'm going to hide down here until we're back in the garage."

His mom shook her head again. "If you get your gi dirty now Gwen will never forgive you."

He stopped inching his way down the seat at that. "She's just going to laugh anyway," he muttered as something twisted in his stomach. He was amazed that she wasn't here already, that she hadn't yanked open the door and pointed and…

He jammed his finger against the door lock button. It wouldn't stop the dweeb for long, but the hard thump was something.

"She is not, Benjamin," his mom said as her silly grin finally went away. "You know how much karate means to her and she wouldn't have signed you up just to make fun of you. I think it was a very sweet present." Her mom made another one of her weird sighs as she looked out the window at the dojo, but this one sounded sad weird instead of weird weird. "Honestly, I don't know why you're acting like this. I would have loved this when I was your age. I always wanted to learn more about Eastern culture." .

"Why would you - !?" he started to say and then he had the best idea ever. "I mean, you'll need your own bully magnet, but they got their money. I'm sure that if you wanted to take the class instead…"

"Ben," his mom said with another sigh even as she gave him another look. He could almost see her thinking about it and he had a moment's hope before it all went horribly wrong. "We could always take the class together."

"_MOM!" _

"I think it would be fun!"

Ben's hand shot out for the door handle and he rolled out of the van the second the door opened. "Thanks for the ride, Mom, bye!" He shouted as his sneakers hit pavement.

And he heard her break out laughing. The _mega-traitor! "_Have fun, Ben, I'll pick you up in a couple of hours!"

"Yeah, fun," he said with a grimace and a wave as he slammed the door behind him. He watched his mom's minivan back out and join the line of other cars that were trying to make their escape and waved even as he took a step back, further from her and the front door. He didn't get a very good look while he was ducking in the van, but he was sure that he saw a couple of cars parked at the end of the lot that didn't have anyone around them. All he needed was somewhere that he could duck out of view for a second and he'd be free. He heard his mom honk because of course she would and watched her disappear down the road. The second she was out of view he turned and sprinted. He was right. The parking lot by the front door was full of parents and other kids, but there wasn't anyone down here, just the empty cars. "A couple of hours…"

A hero could do a lot of good in a couple of hours.

Way more good than standing here and getting yelled at. He raised his left wrist as he ducked around the last car in the lot and -

"Don't even think about it, Doofus!"

Ben nearly jumped out of his skin as he spun around and shoved his left hand behind his back. He glared at the red haired girl who was crouching there with her back against the car and a scowl on her face. He shoved his arm behind his back and glared right back. "I wasn't!"

"You so were," Gwen snapped back. Then she stood up and let out a sigh that took most the edge in her eyes with it. "Just one month, okay? Then, if you don't like it, you can hold it over me for the rest of our -" Ben bared his teeth at the thought and she moved fast, "- for the next decade."

Ben looked at the dojo, which looked just like he remembered it and he shuddered. At least there weren't any big windows here like there were at the gym in the mall. At least no one he knew would be able to see him doing this. Still, if he could hold this over her head for _that_ long, this was almost worth it. "Two," he shot back.

"Fine!" Gwen said with a roll of her eyes. A breeze kicked up then and she shivered and pulled her own jacket tighter with her left hand even as she reached out and grabbed him by the sleeve of his with her right. "Come on! I'll show you where we can put our stuff and I want to make sure that you're presentable before Sensei sees you!"

She tugged and he dug his feet in. There had to be a way out of this, there just had to be. He couldn't see it, but there was a strip mall just a bit further down the road behind them and he knew that there was a bookstore right there. They could just walk to it and…

And he could see that she wouldn't buy it. He could tell just by the way she was frowning. Books distracted her from most things, but not this. She was set on this. He had to think bigger, or she'd get that _look _again and…

His eyes darted the other way, past the door and the mob that was still around it. He looked right over their heads at the bare trees that were waiting for spring in the park on the other side of a chain-link fence. He could see a few people jogging down the path through the trees on the other side and he didn't know why, not when almost all the trees were bare and it was so cold out, but he didn't really care either. All that mattered was that the park was open. He couldn't see their study spot, not from here, but they could find it again super easy and - "You know all this stuff anyway. What do I need a class for? Why don't you just teach me?" She'd yell at him and shake her head and make him do everything over and over again, but she would do that anyway.

She would bug him, but she was still better than a teacher. She'd helped him cram in math and science enough that he knew that for sure. If she could make that stuff make sense, then maybe she could make learning this stuff fun.

The dweeb stopped dead in her tracks when he said that last bit, and he could see her brain racing behind her eyes as she spun around and looked at him like she was waiting for him to burst out laughing. When he didn't, she almost smiled as she said, "Really, you'd let me - ? Why?"

"You're good," he said with a shrug. He'd watched her kick enough bad guy butt to know _that _much. He saw her face light up and it was all he could do not to grin. He almost had her. He was so, so close. So he hit her with the big gun. "I should have let you show me the moves last summer like you offered."

There. He _knew _her. She'd never pass it up. Not now, not when he'd just told her she was right. He could see it in her eyes. He was just about to get his groove on when she shook her head. "I'm good, but Sensei is amazing. If you're going to learn, you have to learn from the best."

Ben froze and stared as his world ended. "You're sure?"

"Yeah," the dweeb said. Then she squinted at him. "Did you mean it, or was it just…"

His eyes darted away and he wished that the wind wasn't so cold against his face. "Eh," he shrugged. Like he'd tell her now.

Not that she bought it, he saw her grin as she turned and started pulling him inside again. "You read the cheat sheet I made for you, right?"

"You mean the book?" he grumbled as he sulked after her. He'd found the dozen pages that she'd hidden in the box under his new pants when he got home. "Only you would add homework to a birthday present."

That earned him another noise, but she didn't spin around again or end her death march to the door. "Did you read it?"

"Yeah," he sighed, "but only because mom made me."

"Thank you, aunt Sandra," Gwen said with a happy noise. Then she glanced back over her shoulder. "Did you understand it?"

"Of course I…" he said, offended, then her look turned into a glare and he glared right back. "No one would have followed all of _that_!" he muttered. It wasn't even _fair._ She'd written down so many rules and strange words and little stick figure drawings all in her tiny handwriting that he'd gotten lost on the first _page._ He got even more lost trying to follow it all than he did when he was on map duty for Grandpa in Boston and he didn't think that was _possible. _

Ben waited for her to give him the look she always did when she thought he was being an idiot, the smug little smile she got when someone told her about his report card or when she was talking about some stupid book that he didn't get at all and he was ready to turn around and walk out the second he saw it. He didn't care how much she spent on his present.

"I know," she said instead and she sounded miserable as she said it. Her eyes went to the floor and he knew that she could have been worrying at her hands if she didn't have a death grip on her sleeve. "It wasn't… I wanted to spend a couple of days with you after Christmas to get you ready for class, but then I ran out of _time _and I wanted it to be a surprise and I just wrote down everything! It isn't…" she took a breath and gave him another wide eyed look. "It isn't that bad, really! Sensei always goes over the rules and the history during the first class and no one expects you to get everything right today. Just do what I do and if you have any doubts, bow and say 'yes, Sensei' if you're talking to him or bow and be polite with everyone else. You can't go wrong by bowing!"

Her words were a blur at the end and she the look she gave him when she finished was even more pitiful than the sad puppy look she used on Grandpa to get what she wanted. He knew exactly what she was doing, but he still sighed and tried to mutter, "Okay," like he was still mad just so she didn't think she'd won.

He wasn't, but the knot in his stomach didn't go away. Not even when she grinned at him. She finally let go of his sleeve so she could open the door and then his stomach dropped down to the center of the earth when he smelled the stink of stale sweat. "Oh God, it is a gym." He somehow kept the words from being a whimper as he followed her inside and looked around.

The training room was big enough that they could have played a game of half-court basketball easily if someone bothered to set up a net. There were even bleachers folded up against the walls on his right and left. All the walls had doors on them, he knew that a couple of them had to be for bathrooms and a couple more were probably locker rooms, but where the other doors went he had no clue. The wall across from him had big black and white pictures or paintings hanging up every few feet and scrolls with funny looking squiggles in between. He looked back at the door he'd just come through and saw that the wall there was lined with mirrors. Almost all the space in the middle was covered with a bunch of mats all pushed together that took up almost all the floor.

There were over a dozen kids already there - almost all boys and another girl and a few who looked like they belonged in high school and a man and a woman who were both ancient like Grandpa. All of them were dressed in white gi, too, except for the old woman who looked like she should be running an office somewhere in her dress. Or she would if she wasn't barefoot, too.

Besides her, the only way anyone looked any different was the belts they were wearing. There was one boy in the corner who had a white belt like the one that was hiding under his winter coat and he looked almost as stunned as Ben felt. The rest was a wide mix of colors. Most of them were just talking, but four of them were teamed up on the mats and another three were in front of the mirrors and they were all doing moves that belonged in the movies while the old couple moved around and watched while they talked to each other. Even the old guy had a belt. He expected a black one, but his belt was white, too.

And if his mom ever found out about _that…_

Three more kids pushed by them as they stood there by the door. "Excuse you," he snapped at them, but none of them turned back as they darted across the floor to the doors that were on the far side of the bleachers. The boys in the door by past the bleachers on the right and the lone girl to the left.

"Ben," Gwen said with another sigh as she pinched her nose. When she let go she gave him a glare, but she must have seen something because it went away a moment later. "I know this is all weird. Just one month. Please," she said as she grabbed his right arm and started pulling him to what had to be the boy's locker room. She must have thought that he'd bolt if she went right to the girls and left him out here alone.

He couldn't believe that she would think that.

Why did she have to be so smart?

"Yeah, yeah. I'm going," Ben muttered as he pulled his arm free and kept walking. She grinned and fell in step next to him. As she did she reached up and scratched at her ear. He only watched her hand because he was sure that she was going to pull some weird ninja move on him the second he wasn't looking. Not that she did - this time - but he still saw something weird. "Where's your earrings?"

She blinked and shrugged as she brushed her fingers over her bare ear again. "At home with my new cellphone. We have cubby holes in the locker rooms, but it's safer just to leave stuff like that behind. Besides, we can't wear jewelry when we `- " her eyes went wide and she went pale as her hands shot to her mouth as her eyes darted to his wrist. "The Watch!" she said and it was almost a whimper.

"I didn't touch it!" he said in a panicked hiss as he raised his wrist. From the way she was acting he was sure it was blinking red again, but it was just sitting on his arm like it always did, the dark hourglass waiting for him to go hero again.

He was right there with it.

"Not that, you doofus!" Gwen hissed at him. "We can't have watches on while we practice! I can't believe I forgot!"

"Big bad ninjas are that afraid of a little bling?" he mocked before he realized just what she said. He could have kissed the Omnitrix, instead he just grinned and patted it. God, he loved this Watch. "It was a great present, dweeb, but…"

"Indeed it was, Tennyson-kun," a somber voice broke in. Ben spun and saw the old man who'd been walking around standing right next to them and he didn't know how the dude managed to sneak up like that.

"Sensei!" Gwen squeaked while Ben just stared. He'd barely glanced at the dude before. He saw old and that was it. Now that the man was right there…

"No way," Ben blurted out as he stared at the man. There was just no way that this was the Sensei. He knew what they looked like from Sumo Slammer and the movies. They were skinny old guys who spoke in broken English and the only thing this one got right was the old. Even that was iffy, because he was built like he was the one who went out fighting monsters even though he was ancient. He couldn't even get his hair right. It was white, but it was cut close instead of in a ponytail. At least the guy had the goatee, even if it was just as close cut as his hair. Which was the only good thing. Ben would have known for sure that this was all a trick if the guy didn't have a goatee. As it was, he shot his cousin a look as he scoffed, "If you're the Sensei, then why is your belt white?"

"Doofus!" he heard Gwen hiss next to him. His eyes shot to her and he swallowed hard when he saw her bowing to the man.

Uh-oh.

The man's brow did the scowly thing that Ben had seen on so, so many of his teacher's faces before, but he didn't yell. He just brushed his hand over his white belt and said, "For many reasons, Tennyson-kun. Because we are all students. Because we all have more to learn no matter how much we have already mastered. Because we are always just starting out on our journey, no matter how old we are. And because it is always good to remember your beginnings."

UH-OH.

Then the man cocked his head and asked, "Bruce Lee or Karate Kid?"

"Karate Kid," Ben said, the words just slipping out even though he didn't get the question.

"Hmm."

"It's been the Karate Kid for ten years now, Itsu, get used to it," the old woman said. She had a proper accent when she talked, and a smile that looked so familiar even though Ben didn't know why.

The corners of the man's mouth went down at that for just a moment, then he slipped his hands into the sleeves of his gi. "Yes, I am the Sensei of this dojo, Tennyson-kun. It doesn't matter which movie brought you here, they all show the proper way a student greets his teacher."

"It wasn't a - " Ben started to say when Gwen hissed at him again and he finally copied the bow she made.

"We will work on that," Sensei said and there was a laugh in his voice. The laugh stayed but there was an edge to it when he added, "and you will learn. Quickly."

"We're so sorry, Sensei," Gwen babbled out as she stood up again. "This is my cousin, Ben. He's new," she said and Ben saw the glare she shot him when she said his name. Her eyes burned with horror and embarrassment and a promise that she'd make him pay before she turned back, "and it's all my fault. I was trying to show him around and I wasn't paying - "

The man raised his hand to cut her off. "It's his first day, Tennyson-san. His first three minutes, I believe. I understand. There is no fault." Gwen stared for a moment before she bowed again. The Sensei inclined his head to her before he turned back and his eyes went right to the Watch. "Tennyson-kun, May I see the device?"

And they both froze.

"Why?" Ben asked, warning in his voice as his heart started to pound as he covered the Omnitrix with his hand.

Gwen shot him a look even as she stepped towards the man. He saw her shift on her feet as she flexed her fingers. "He can't take it off, Sensei, it's a - "

"Medical device, Gwendolyn, I know," the man said, and Ben could see the shock in her face when Sensei said that, and he was right there with her. Medical? What was he talking about? The man must have read it on their faces, because he smiled and added, "Your grandfather stopped by this morning to talk to me about it. May I see it?"

"If Grandpa talked to you about it," Ben said, his mind racing. He remembered his mom saying something about Grandpa calling when he got home from school, but they had to go before he could call back. "Then he would have told you the password."

It was something that their moms had come up with years ago after they'd freaked out about something or other on the news. It was just about the only thing he remembered his mom ever agreeing with aunt Natalie about and they never even got to use it.

Not until today.

He waited for the man to freak out about being asked. None of the bad guys he'd ever dealt with could stand to get questioned like this. None of the teachers he'd ever dealt with could either. Heck, usually his teachers freaked out even faster. The man in front of them didn't. The wrinkles around his eyes just got deeper as he looked at them both, and when he spoke the laugh was gone. He just sounded older. "Ah, yes. Max mentioned this. I believe I was supposed to say something about the… Rust Bucket."

He saw the dweeb relax at the last two words, but he couldn't. Too many monsters and freaks had tried to get their hands on the watch for that to ever happen. He still held out his arm, though, and he only flinched a little when her Sensei reached out for it.

The man hesitated for just a moment before he touched the alien metal. "_Such a terrible burden for one so young," _he murmured to himself.

Ben winced as something right behind his eyes pinched at those words and he could swear he tasted the squid that Grandpa made them try months ago. He wanted to gag because he never wanted to taste the slippery fishy thing again, but the taste didn't last much longer than the man's careful prodding.

"Your grandfather told me that you couldn't remove this because of your… condition, and he gave me the form from your doctor clearing you for class," the man said as the old woman came up next to him and handed him a bandage. It was thick and soft and the man started to wrap it around the Omnitrix as he kept talking. "I informed the Senpai about it and your wish not to speak of it. I also told them that if anyone has any questions they are to direct them to me. If anyone bothers you about it, tell me and I will deal with it." He finished wrapping and tied the bandage off. "The device seems sturdy and I doubt that anyone here could damage it," Ben couldn't help the noise he made at that. He thought the man would laugh with him, but there wasn't any humor in his eyes when he met Ben's, "but it could easily hurt another student. They are also my responsibility. You must be even more careful than the rest so that doesn't happen. Can you handle that, Tennyson-kun?"

Something burned inside of Ben at those words. He wanted to laugh and shout that he'd been doing it for months now, that he knew that people could get hurt by the watch and that people already had been. He glared up into the man's eyes and if he saw even a touch of the look he saw in all of his teachers' eyes in them he would have, but there wasn't. There was something else. The man was giving him the same look that his dad gave him on his birthday and Grandpa gave him every time there was trouble. The Sensei wasn't being a jerk, he was asking if… he was treating him like a man.

And he knew exactly how a man reacted in a martial arts movie. "Yes, Sensei."

"Then we shall adapt and overcome," the man said, like that was all there was to it.

It should have been, but nerves made Ben run his hands through his hair and say, "Okay…."

He saw Gwen shuffle her feet from the corner of his eyes as she bowed again. "Sensei, may we go get ready for class?" She shot him another look as she straightened and it was her shut up, you're going to get us in trouble look.

He knew it well. Just like she knew his eye roll.

"Not yet, Tennyson-san," Sensei said, but there wasn't any humor in his voice now. No understanding either. His voice was steel. "I heard how you two spoke to each other before I interrupted. 'Doofus.' 'Dweeb.' And I saw the looks you gave each other just now. Did you think I was blind? Deaf? I will not tolerate such disrespect in my dojo."

"Sensei, it's just…" Gwen said in wide-eyed shock.

Ben just closed his eyes. "Not this again," he muttered to himself. He knew this was too good to be true. No teacher could have been as cool as the Sensei seemed.

"Tennyson-kun, you will not mutter in my presence. It does not matter if it is your first day. And yes, this. Max told me that it was just the 'pet names' you call each other," the man huffed and Ben wanted to duck his head and hide when he heard those words.

They weren't… those words. His mom and dad had pet names. He shuddered at the memory of all the things he'd heard his parents called each other. Dweeb wasn't… She was just a dweeb and he was a doofus. They weren't… He shook his head and wished he could run - he would have changed into XLR8 right then and there if he thought the blue dinosaur was fast enough to outrun those words - but the look that the man gave him made him freeze.

Sensei didn't. He didn't even stop to take a breath. "He told me that they are not insults, but I heard your tones when you used them. It is not my concern what you call each other outside of these walls, but you will treat each other with respect within them or you will take these."

The old woman who still hadn't said a word pulled two envelopes out from somewhere in her gi and held them out, one in each hand. If anything, her face was even more severe than the Sensei's.

"Mrs. Yamamoto?" the dweeb asked and her voice shook. There was writing on the one the woman was holding out to Ben; tiny, painfully neat handwriting that Ben would have recognized anywhere. He recognized the name written on it even quicker.

It was his after all.

"If you can not find it within you to give each other the respect that you deserve, then take your money back. Mrs. Yamamoto will lead you to the phone so you can contact your parents and we will bother you no further."

Ben stared at the envelope and jumped when he saw Gwen bob down next to him. "Yes, Sensei," she said, the shock gone in her voice.

And he almost laughed. He was so dumb, the guy could kick his butt, but he was just a teacher and he knew just what teachers wanted. So he bowed and said the words that he knew that the man was waiting for. "Yes, Sensei." He'd have to watch his mouth, but if he could keep from letting the hero thing slip then he could think of something else to call his dweeb for a month. It would be a challenge.

If the man followed the rules then that was that.

He didn't. "I am not the one you two disrespected."

And Gwen met his wide-eyed stare with one of her own. He saw her swallow hard and he had to, too. This was _ridiculous. _The old guy could kick his butt, but this? Ben just wanted to laugh. He could feel it building up in his stomach. Why couldn't she have just got him a _book? _

Respect? Gwen had been going on about this stupid sport forever, didn't the man have a clue? His cousin was the most annoying and bossiest person in the world. There wasn't a word he said or a thing he did that she didn't have something snotty to say about, and she treated fun like it was something she had to wash her hands afterwards. The old guy must have taken too many kicks to his head if he thought that telling him he could get the Dweeb's money back and just go was a _threat. _This was everything he'd hoped for. He could shove that stupid envelope in the Dweeb's hands and never worry about any of this again.

He looked over at Gwen and...

And she was staring right back at him, her green eyes wide and he could see her mind whirling. She looked mad and worried and he knew that she regretted signing him up for this just as much as he did showing up. It would be so easy.

If he did it first, then she could even stay. Just because he didn't want to be here didn't mean that she had to go. He knew how much she loved doing this. He'd have to be blind not to. He stared right into her eyes, the same eyes he'd seen glaring at him so many times before and he could almost see her begging him to take the envelope just to end this. He started to reach out and -

And she bowed.

She bowed to him and his hand froze as he stared at her. He stared and kept staring as she stayed bowed.

Why would she - ?

"She has shown you great respect, Tennyson-chan, is she really not worth _any _in your eyes?" The Sensei said, and his voice was flat.

And Ben spun to him. "No! I mean yes, or I - " he said, the words a jumble in his head as his eyes went back to the dweeb. Gwen had straightened back up while the Sensei was tearing into him, but she wasn't looking at him. He couldn't even see her face. She'd hung her head and had her arms wrapped around her stomach.

So he did the only thing he could think of; the only thing that would end this, the only thing that he could do without saying another word and digging a deeper hole. He listened to her.

And he bowed back.

Sensei made a noise and he couldn't tell if they were out of trouble or if he'd just made things worse. Not until the man said, "Better. We will work on that, too."

"Yes, Sensei," they said together with another bow and this one Ben didn't mind. Bowing was better than meeting either of their eyes.

"Then go get ready, we will be beginning soon," the man said, the grin back in his voice as the woman made the envelopes disappear. The two wandered off towards another boy, who bowed the second he realized that they were there.

At least it wasn't just him.

Ben stayed bowed until lost the urge to hit the watch and run, but the urge came right back when he stood up and saw Gwen staring at him, her face as red as her hair. "I knew that you wanted to be here," she said, and then she somehow managed a smirk as she said it.

"So don't," Ben snorted, but if she thought that was why he bowed he wasn't going to say anything. He glanced at the old man and snorted again. "I just haven't met a teacher yet that I couldn't make cry and I like a challenge." He said the words, but he whispered them so the Sensei couldn't hear them. And he tried not to run anyway when the man glared over.

Where were the bad guys when he needed them?

"Whatever," Gwen grumbled as her smirk died and she shoved his arm. "The boy's locker room is over there. Find a cubby hole for your shoes and your ego and I'll meet you back out here," she said as she turned and stomped for the door on the other side of the room.

"So weird," Ben said as he watched her go, then he went for the other locker room. There were almost as many kids in here as there were on the floor. Most of them were shoving away their shoes and jackets like he was, but there were groups shoving each other as they did it. He didn't need to see the color of their belts to know that they'd been coming here for ages.

"Look at all the fresh meat," a blond boy who was almost a head taller than Ben was said as he tugged on his yellow belt and everyone with a real belt laughed. It really was just like school. Ben knew that in a second they would be stealing his stuff and calling him a shrimp, too.

Ben didn't give them a second. He didn't hide his stuff even though he thought about it, but he didn't have to stay in there with them. He hurried back to the main floor as he could and looked. It only took a second to spot the copper-red hair he was looking for. It wasn't the first time he'd been glad that she was so easy to spot and he knew it wouldn't be the last. She was standing at another door, one a few feet down from the girl's locker room and he finally caught sight of her belt. She talked and kicked alien butt like she was a black belt, but it was an orange almost as bright as her hair instead. "So many questions," he said as he hurried across the floor and tried to ignore how weird the mat felt under his bare feet. He was just about to ask them when he saw her bend over so she could reach for something and he had a much better idea.

Revenge better.

He looked for the Sensei and the man wasn't even looking this way. Not that it would be a problem. It was going to be a very respectful scare and, if he was lucky, an even more respectful scream.

He was sure he didn't make a noise as he made the last few steps, but she sniffed anyway and said, "I can totally hear you, you doo - " It sounded like it hurt when she bit off the last word. This wasn't going to be easy.

"I wasn't going to do anything!" He lied. When she sniffed again he sighed and asked. "What are you doing in there, anyway?"

"It's almost time for class and I'm getting what you need for your first lesson,"she said in a voice that was way too sweet for him to ever buy.

But he couldn't help grinning a little anyway as he tried to see what it was. The little room looked just like the janitor's closet at school, but maybe that was how the hid the good stuff. "About time we got to the butt kicking! What are you getting? Swords? Ancient mystical scrolls?"

"You were right the first time!" she said, her voice bright.

"Already? This is going to be so awe - " he started to say when she spun around and shoved a broom into his hands.

"Go kick that dirt's butt good, Ben!" she said with a laugh as his jaw dropped. He would have been furious if she hadn't pulled out another broom and started sweeping.

"This is a wax on, wax off thing, isn't it?"

"Sensei says that this is our dojo and it's our job to take care of it," she said. Then she shrugged and smirked, "but if that's what it takes to make you start sweeping, sure!" she said way too brightly as she nudged the broom in his hands. "Wax on. Wax off."

"He said that about waxing a car, not sweeping! Have you ever even seen the movie?" he asked and he got his answer when she gave him a blank stare. "You have time to read ten thousand books, but you never saw the Karate Kid? We _have _to fix that, Gwen. I mean, it _is _karate."

"This," she asked as she swept some dust in front of him and grinned, "is Karate, huh?"

And he swept it right back at her. "Are you kidding? This is the most important part! The rest is a snap after this!"

\- o - o - o - o - o -

"Oh, God," Ben heard someone near him moan and he hoped it wasn't him.

The mat was barely an inch thick and hardly any softer than the floor it was covering, but right now it felt like heaven to Ben. He could hear the rest of the students moving around him, some chatting, some laughing. There were a few more groans, but Ben didn't think that they came from him.

He hurt too much to make that much noise.

He heard someone walk up to him, their bare feet barely making a sound on the mat. He knew that he had to move, that he had to say something because the older kids who the Sensei said were his assistants kept looking at him as the class went on, each glance more worried.

If the Sensei didn't keep shaking his head at them, he was sure that they would have driven him crazy.

They still had their chance. He felt the mat next to him shift before he heard the words he'd been dreading. "Are you okay?"

He'd been dreading the giggle behind those words even more. Even Ben's eyelids hurt. He didn't know why, but they did. Still, he forced them to work. Gwen was leaning over him just like he knew she would. Her grin was just as big as he thought it would be, too, but there was a hint of worry in her eyes.

The worry was what bothered him the most, and what made him growl, "I'm fine."

"Good. So, you aren't having a heart attack?" Gwen asked as she sat back on her heels next to him. He didn't have a clue how she managed to make her legs fold like that when he couldn't even get his to move.

"When I can move again, I'm going to get you so bad…" Ben threatened. That was all he could do. His legs and arms felt like they were on fire. Even moving his neck hurt and he felt like he'd been swimming, he'd sweated so much. "They didn't show this in the movie."

"Duh," she said and that horrible giggle came back as she hid her mouth behind her hand. Then her eyes gleamed even brighter. "By the time you can move again, it'll be time for the next class."

He whimpered at that. He should have had enough pride not to, but that hurt, too.

"You…" she started to say, and he could hear the worry in her voice. "Did you like _any_ of it?"

He wanted to shrug. He wanted to do a lot of things, but his body so wasn't talking to him right now. "The stories the Sensei told at the start were pretty cool. They need to make a movie out of Ankle - "

"Anko Itosu," Gwen corrected and he could hear her eye roll. "And they aren't stories. They're history."

"Same thing," he said and he tried to wave his hand. He got his pinkie off the ground before he gave up. "And I guess the rest of it was okay." The show the assistants put on when class started was better than anything he saw in the movies just because it was real, but that wasn't why…

He should have spent more time watching them watching the two guys play fight, but Gwen knelt down right next to him and he couldn't take his eyes off of her after she gasped for the first time. She was so excited that she shifted her body back and forth with every kick and punch like she was playing a video game and she watched it all with her fiercest grin.

He'd seen her smile like that when he'd gone hero and they were kicking back guy butt, but she never looked at _him _the way she did those two and he'd do anything...

It was hands-down the dumbest thought he ever had. Dumb enough the even _he _knew just how dumb it was, but it was the only thing that kept him going when everything started to hurt.

Not that he'd ever, ever admit what it was. Not to her or anyone else. Not even Grandpa. He so didn't need that kind of grief in his life.

He could feel the mat shifting as Gwen leaned toward him. "So you'll give it a month?" She asked, her voice high with excitement.

"I'll give it Wednesday," he said back just because he knew that she was waiting for it. "If I'm still alive after that…"

"Okay," she said and he could feel her bounce on her toes and he didn't know _how_. He was exhausted, but he forced his eyes open anyway just so he could see her. Sure, her red hair had gotten darker and there was some sweat on her face, but she looked almost as fresh as she did when they'd started and it so wasn't fair. "You could at least pretend you're tired."

"Oh, I am. I'm exhausted," the queen of the dweebs said as she faked a yawn, "but isn't it nice to get some exercise?"

"It's great," Ben said as a real yawn forced it way out of him. "I thought I was going to learn how to fight."

"You are."

"All we did was a bunch of steps and stretches."

"You have to learn the basics first."

"Like I'm going to survive the basics," Ben said. He didn't even get the Sensei. No, he'd looked over now and then, but the man spent most of the class wandering the dojo and giving advice while the assistants showed off the moves that they wanted everyone to do. Of course he got the guy that could have taught Vilgax a thing or two about torture.

He didn't know how standing still was worse than having a laser saw aimed at his arm, but it was. Maybe it was the bent-legged position that the monster made him stand in before the guy went back to reciting the history of every brick that went into the dojo, or the glare he got every time he even dared to move, but by the end his legs were on fire.

Heck, he'd been on fire before and it didn't hurt as much.

When they guy told them to stand again he could have cheered because he thought it was over, and that was when they started in on the stretches.

"You did great." There was something that he would have thought was pride in anyone else's voice, but he knew her and he waited for the burn that he was sure was coming.

"Yeah, right."

"You did! I thought you'd collapse in the first ten minutes, but you made it through the whole class."

"Yay me." With that Ben closed his eyes again. Things seemed to ache just a little less with his eyes closed.

Gwen seemed to get the hint because she stayed quiet for a whole minute. And then Ben felt something tickle at the tip of his nose. He opened his eyes and saw her finger dangling just over his face. "I'm not touching you…"

Ben slapped her hand away. "I'm going to get you for this. I don't know how, but I will."

She sniffed at him and reached her hand out again. "Big talk from someone who looks like an upside down turtle."

"It's going to be epic."

"Promises, promises." Gwen stood as gracefully as she knelt down and held out her hand to Ben. "Now come on. Our moms will be here soon and we still have to help clean up."

"What?" he gasped at her.

"Wax on, wax off," she said with another giggle. She was enjoying this way, way too much.

He thought about grabbing her hand and yanking her down, but that was way too much work. "Just sweep me into the corner and kick me when mom gets here." He closed his eyes again at that. A twenty minute nap sounded so good right now.

A twenty year one sounded even better.

Gwen nudged him with her foot and it should have been so gross, but he didn't even flinch. "You should walk around a little, or at least stretch," she said, the laugh gone out of her voice.

The idea made his shudder. "I've done that enough for one life, thanks."

He heard her sigh. "If you think it hurts now, just wait until you start to cramp up."

Ben opened one eye in horror. "This gets _WORSE_?"

"Much."

Ben held out his hand. The move made him mutter a word his mother didn't know he knew and earned him a glare from the girl who'd better not tell if she knew what was good for her. Or had any pity in her heart whatsoever. "You didn't have to look so happy when you say that."

"I so do," Gwen smirked as she took his hand.

That was just too much. He grabbed her hand and pulled. She gave a little yelp of surprise as she tumbled down. Her free hand slapped the mat right next to his ear and she glared down at him through the five whole inches of air that separated their eyes. "Feel better?"

"Much." He grinned up at her. She blew at her bangs in frustration and stood back up. He held out his hand again, and she just sniffed. He sighed as pushed himself up off of the floor and he heard someone that he really hoped wasn't him groan the whole way up.

"Baby," Gwen teased as she bent down and picked up a small bottle of water he never noticed her carrying in or setting down. He made a little whimper and stared at her as she gave it a little sip. He kept on whimpering until she opened her eyes just so he could see her rolling them, but she held out the bottle anyway. He swiped it out of her hand and downed the whole thing in two quick gulps.

He didn't care if her lips had just been on the bottle, or the cooties that went with them. It was still the best water he'd ever tasted.

"You could say thank you," she muttered as he burped, but she must have decided that he'd suffered enough, because she wrapped his arm around her shoulders and helped him hobble his way back to his locker room.

"One more month?" Ben said as they went. He did not whine. He wanted to, but he was a hero and heroes didn't whine. They could complain, though. As long as they did it grumpily enough. All his comics agreed on that.

"Well, eleven more classes." Gwen said. Her smile fading a bit. She nudged him with her hip as they walked. "And you really did do good, Ben." Ben just snorted. "Take a look at the rest of the firsties."

Ben finally looked at the other three people who had started today, too. None were on their feet. One guy was curled up in a ball and the other two had either passed out or died. He eyed them and sighed, "I wish I was that lucky."

They stopped at the locker room door and she eyed it and then him. "Are you going to be okay? I can ask someone to get your stuff for you."

No. He felt the word on his lips, but he made himself nod. "I can do it," he said as he raised his chin. Then he shot her a look. "You're going to stay right here, right?"

"Yeah," she said, and this time she smiled a smile that didn't look mean at all. "We've all felt like this, Ben. You did good."

That smile got him through the door and to his nook. The room was packed and he could hear the guys making the same jokes that they were before, but he didn't have the energy to care. The winter jacket went over his shoulder because cold air sounded so good right now and his shoes…

He spent a couple of minutes eyeing his shoes. Finally he picked them up and hobbled back out the door with them in his hand. He got back out the door and saw Gwen standing there worrying at her hands again. "You're okay! I thought you fell over or something!"

"Can I?"

"No."

He held up his shoes and socks. "I don't suppose I could talk you into putting my shoes on for me…"

She wrinkled her nose and backed away. "Not even if you paid me."

Ben sighed and stared. Finally he pulled out the socks out of his shoes and jammed them into the pockets of his jacket. Then he dropped his sneakers and shoved his feet into them. He didn't bother to tie the laces, they could wait until he could bend over again. He could hear Gwen snickering as he did and he muttered, "Whole worlds of payback. There are going to be _legends _about what I do to you for this."

"It's so worth it," Gwen said as she slipped his arm around her again and helped him cross the dojo. She leaned him against the wall next to her locker room and he just stayed there while she disappeared inside.

He did not fall asleep. He knew that. He was just resting his eyes. Eyes he didn't bother to open when he felt a hand on his arm. He just muttered, "I'm coming," and hoped Gwen would lead him back to the parking lot.

"Yeah, yeah. Come on, hero," Gwen said as she took him by the arm and started pulling him to the door. "You are being such a baby right now. I can't even - " she started to say. They'd only taken a couple of steps when the words ended in a hiss and her hand tightened around his arm hard enough to hurt.

"Ow!" Ben shouted and pulled his arm away. "What was that-" he started to shout when he realized they weren't alone. He slammed his mouth shut as he stared.

There were three girls standing in front of them. Three girls who so weren't in their class. He could tell just from the clothes that they were wearing. He wanted to turn and snap at his dweeb because they weren't wearing these doofus outfits, but they weren't wearing normal clothes either. They had jackets on, but their pants were so shiny and stretchy that they looked like they were made out of something that belonged in his comics and not real life.

He didn't know _any _of them, but the girl in the middle had long blond hair that almost look familiar. She was wearing purplish-pink pants and the same black jacket that he'd seen the dweeb drooling over in some magazine or other during the summer. She'd gotten so mad when he saw how much it was and broke out laughing because it cost more than his Gamestation. She might be the favorite, but even that had limits.

Like _reality. _

The girl on the left had hair just as long, except it was wavy and almost his hair color and she was wearing bright purple pants and a green coat while the one on the right could have been the Sensei's daughter. Her jacket was as white as her short hair was black and her pants a bright green. All three were tanned like they'd been on the beach and he didn't know how they could be that crazy when it was freezing outside and had kind of smiles he'd only ever seen in the movies or dentist ads before.

"Marci," his dweeb said to the girl in the middle, her voice flat while _that _smile spread out over her face again. "What are you doing here so early? Your class doesn't start for another hour."

"You know how it is with parents, Gwen," the blond girl shouted as her smile spread even wider. "Mom had some _important _people to see and I knew that my Bestie would be here so I had her drop us off on the way." She threw herself forward and wrapped her arms around Gwen in a hug as she babbled and leaned in to kiss his cousin on each cheek. "Besides, I barely saw you at school today and I never got a chance to tell you how sorry I am that I missed your birthday party! I was _really _looking forward to it, but my parents just had to go skiing. You understand, don't you?"

"Of course I do," Gwen said and her smile looked so _fake _that Ben couldn't believe that anyone bought it.

"Girls," Ben muttered to himself as he watched Gwen turn to the other girl's cheek and her face twisting right before she made the kissing sound. Neither of them even glanced at him as they did _whatever _that was, but the Asian girl on the blond's right did.

"We're sorry, too, Gwen," she said, her eyes bright as she stared at Ben. "We were just _so_ busy."

"That's okay," Gwen said as she backed away from Marci's arms, but her smile didn't move. "I know how it is during the holidays."

"You're always _so _understanding," Marci said again as she giggled and Ben didn't know why. He didn't know why the other two joined in, either. "That's what we _love _about you, Gwen."

"Why get mad over something like that? I know you would have come if you could have," Gwen said back. None of them raised their voices or stopped smiling and Ben couldn't figure out why he felt like he should be reaching for the Watch.

"You know we would have, _Bestie," _Marci said and her smile got even bigger. Then her eyes darted down to Gwen's neck and her hands went to her mouth. "You're not wearing the necklace my mom sent you! Don't you like it? She was so sure that you'd enjoy getting something _pretty_ as a present for a change and she knows how _hard _it is for your parents to get nice things."

If he didn't know her, he never would have seen the way Gwen flinched when she heard that, not that he could figure out why. God, he wished he wasn't so tired and that he got girls at all. "It's at home. You know that we can't wear jewelry in class. I sent a thank you note, but tell your mom that I loved it when she picks you up tonight?"

"Oh, I will," Marci said before she sighed as she looked at Gwen again and wrinkled her nose. "I don't know why you insist on taking Karate, Gwen. You always look _terrible _when class is over."

The girl on the right giggled at the same time and said, "And maybe you can't wear jewelry there, but Mrs. Sartell doesn't have any problem letting us wear ours during yoga."

"Well, Mrs. Sartell teaches _girls_ in her class," the Asian girl to the left said after and all three giggled while Gwen took a step back, her eyes darting from one to the other as her fingers flexed.

"There are girls in our class," Ben said with a frown as he thought as they finally said _something _that he understood. He glanced at Gwen again and her face was red, but she didn't look anywhere near as bad as he felt. And there were a few other girls in their class. Not many, but he was sure that he saw four or five besides Gwen. One of them even helped teach.

"_Are _there?" Marci said as she looked at him for the first time and ran her hand through her hair. "And who are you? I don't remember ever seeing you before. Aren't you going to introduce us to your new _friend, _Gwen?"

He heard Gwen suck in a breath and he swore he saw her shake her head, but she waved her hand at him anyway, "Marci, Blair, Olivia, this is Ben…"

"Ben!" Marci said with a happy shout as she launched herself forward and Ben froze in her arms. "Any friend of Gwen's is a friend of ours, isn't that right, girls?"

The other two darted for him and Ben felt his heart pound as he took a step back. "We aren't friends! I mean, she's my cousin, so…"

He was sure that he was going to say something else after that, but it disappeared when Marci hit him with the biggest, brightest grin he'd ever seen. "_Really?" _she purred the word out before she turned and looked at Gwen. "We really should have known, right girls? Who would want to spend time with Gwen besides people who had to?" she asked and she paused for a second before she added, "and us."

Something just went horribly, horribly wrong. Ben felt it in his stomach and he felt it in his arm. He knew it even before he spun around and looked at Gwen. He knew it when he heard the noise she made when he said that, but anything he was going to say died on his lips when he saw her face. She looked so white, and her green eyes were huge as she stared at him. Huge and wet with tears.

And then the lights flickered and she went _pale_ as her eyes shot up to them. Ben watched her shake her head as her eyes got bigger and she whimpered, "Nononono," before she shoved her way through the three girls and ran for the door.

She actually _ran_.

Ben stared. He couldn't help it. He'd never seen the dweeb cry before. Not in years and years. And the look she gave him…

"Gwen!" he tried to shout, but his mouth didn't cooperate and she was through the door before he could try again. He _made _his body move, but his aching legs barely made it a step before a pair of arms wrapped around his and held him still. He spun around and glared at the blond who was holding him in place.

"I would give her a second," Marci said as she squeezed his arm again before she let him go, her smile a smirk now and her eyes gleaming. "Anyone who knows _anything_ about girls knows that."

"I would hate it if someone walked in on me crying," the girl in the white pants who might have been Olivia or Blair, he didn't have a clue, said with a nod. "And as for Little Miss Perfect… I bet she'd just _die." _

"That would be horrible," the one in purple said. She had her hands over her mouth and it didn't stifle her giggles at all. "Do you think that she has her little cry written in on her schedule? Or is she out there penciling it in right now?"

"That's enough," Marci said as she met Ben's glare head on and the other two shut up. They even bit down on their laughs. Then the blond girl sighed and shrugged at Ben. "I'm so sorry that you had to see that. I know that you're family and everything and that you think you have to protect her, but come on. You _know _her. She _always _thinks that she knows everything and that she's the best at everything and that the rest of us should just do what we're told even though she's just a..." her voice got lower and angry with ever word until it almost sounded like she was growling before she gave him a look and bit off the last word. Then she tossed her hair again. "And the worst part is how she sucks up to every adult she can so they let her get away with it." She let out an angry sniff and gave him a warm look. "Look at who I'm telling. You must be even more sick of it than we are."

"Yeah," Ben said because it was true enough. Kinda, "but…"

"Hush. Can you imagine what she'd be like if she didn't have us to keep her in her place?" All three girls shuddered. Then Marci reached out and touched his arm again. His watch arm. "_Everyone _who matters knows it."

And they were right. Half the things he did was just to keep Gwen from getting too smug, but only half of it. The rest… "Everyone?" He said as his stomach twisted and he figured out where he'd seen smiles just like theirs before.

Marci grinned and nodded. "_Everyone." _

"That's funny," Ben growled out because they weren't wrong, but they weren't right either. His dweeb was bossy and annoying and so sure that she was right that he could scream, but that wasn't all she was. It wasn't even close. And they fought, but he'd never made her _cry. _Not in years. He didn't and no one else could either. He shoved the hand off his arm and spat out, "the _only one _who matters just ran out of here.'' Then he turned his back on them and walked for the door just as fast as his legs would let him.

He ran the words over in his head again and again as he did. He thought that they sounded bad-ass, and he almost felt proud.

Then he heard the giggles break out behind him. The giggles and the words, "Gwen's got a boyfriend!" and it turned out he could go faster after all

He shoved through the door and only stopped for a second when he saw how dark it was. There was still some sunlight, but the streetlights and the lights along the front of the dojo were all on already. He craned his head as he slipped through the crowd at the door and tried to spot her blue jacket or her red hair, but he already knew that she wasn't there. She'd never stay in the crowd not if she was…

And just thinking about her… made his stomach twist and he didn't know _why. _It didn't matter, either. Not now.

Ben's hand went to his jacket pocket for his cellphone before he remembered that his mom wouldn't let him bring it and Gwen had left hers at home anyway. "Figures," he muttered, but he'd never needed a phone to find her before. He just needed to think like the Dweeb.

His eyes went to the fence that separated the lot from the park next door before he even noticed everyone staring at it or the murmurs of… "Is she alright?" and "should we tell Sensei?" even reached his ears.

Ben's feet itched to run for the park, but he heard a voice in the back of his head that used to sound like Grandpa's whisper, _Take a second and be sure, doofus._

"Fine!" Ben muttered right back before he rushed over to the group and grabbed the closest one by the arm. It just figured that it was the same tall blond boy from the locker room. The boy spun around and gave him a dirty look before he finally bit out a "What?"

Ben didn't care. Not about the boy's attitude or the fact that he was a foot taller or that he actually _knew _what he was doing in the dojo. "You saw the… you saw Gwen? Which way did she go?!"

The boy crossed his arms and glared. "What's it to you?"

"She's my…" Ben growled at him because it was better than screaming at the boy for wasting time. He just wished that he _knew _how to end the sentence. The truth didn't go so well five seconds ago and he _so_ wasn't making that mistake again, but he didn't know what else to say and before he could even try to figure it out the lights flickered again.

Everyone's heads shot up as the lights that lined the edge of the roof went out. They came back before anyone could do anything more than stare and mutter, but they surged back with so much power that the lights hummed and shined like spotlights for just a second. A second too long for one of the bulbs at the edge of the building, which popped with a flash of lightning and the tinkling sound of broken glass hitting concrete as someone screamed.

Ben just stared as the rest of the lights went back to normal before he rounded on the boy again and grabbed him by the black winter coat that the kid was wearing over his gi. "Where's Gwen?! I heard you guys saying you saw her, so where - ?"

"Dude!" the tall blond shouted as he smacked Ben's hands away and backed up. "Go be crazy - "

"Someone get Sen - " another of the boys started to say.

Then a third gave Ben a look as he cocked his head to the side. "Hey. Aren't you the newbie that Feet of Fury was showing around?"

Ben stopped and stared at that even as his left wrist kept itching and his stomach got tighter. "Feet of - ?" Even as freaked as he was, he couldn't help the smirk that followed a second later. Oh. Oh, that was blackmail _gold. _

The lanky blond boy eased up a little as some of the fire left his eyes. "Oh. Oh yeah. You must be… She went that way, dude," he said as he nodded his head over at the park. He shook his head as he added. "She jumped the fence like it was nothing, too. We never knew that she had it in her."

Ben's smirk turned into a grin at that. "That's the dweeb for you. Thanks!" he shouted as he ran the way he wanted to all along.

"Hey! We're not supposed to - !" the lanky blond boy shouted at his back, but Ben was so _beyond _caring about things like jumping fences. Especially when the lights flickered and went out _again, _only this time it wasn't just the dojo. This time every light on the street went with it. Including all the ones in the park.

"Hate this town," Ben muttered as he hit the fence just as the cars at the intersection just past the dojo started to honk because the red light there was out, too. He heard it all and his stomach turned into a knot as he waited for the crash that he was sure was coming, but somehow it didn't so he didn't stop. Not even when someone outside the dojo let out a little surprised scream. They weren't hurt, he _knew _what those screams sounded like and that so wasn't it, so he just ignored it as he jumped at the chain linked fence.

If this wasn't Hero Time yet, it would be soon and he couldn't go Hero without his Roo Wonder.

Not that his body was the least bit happy about any of this. His arms and legs _screamed _at him as he climbed the links. The fence was barely taller than he was, but he still felt sweat dripping down his back when he reached the top. "Come on, wuss," he muttered to himself as he panted for breath and kicked his feet over the top.

He'd climbed _so _many fences that were taller than this one over the last few months, but he'd never done it after an hour of karate before. He'd never felt his legs almost give out when he hit the dirt again either as more people shouted behind him.

Or they did until a Sensei barked out, "Silence! Are you my students or a pack of strays howling at the moon?! Come back inside and - "

That cut down on one worry as Ben made himself run down the jogging path. Two if there wasn't a jogger around the next bend. Ben reached for the watch as he made his aching legs run faster. He didn't even need to look for the button anymore, he found it by instinct now. He just wished that the dial did something besides beep so he didn't have to look at it to get XLR8. The park was huge and -

And Ben stopped dead when he went around the path's bend because he wasn't alone any more.

He stared at his cousin as she just stood there at the edge of the path with her arms against a tree and her face buried in her arms. The sun was just barely out and the tree branches blocked most of it, but he could still see her shoulders shaking and hear her breath come in short sharp gasps as she muttered, "Stop. Just _stop_!" to herself like she was -

Like she was -

But she _couldn't be! _Gwen didn't…

Ben breath caught as he just stood there and stared. He squeezed down on the dial, but he didn't twist it or slam it down. He wanted to, he would have given _anything _for an alien that could help with this, but he knew that he wasn't that lucky. Not if she was…

She was _crying _and he didn't know what to do.

He didn't know how to fix this. The only thing he could think of as he tried to swallow away the guilty lump in his stomach was to give up on the whole hero thing and run the other way and pretend he never saw any of this. It's probably what she wanted anyway.

His sneaker barely made a sound in the dirt as he took one step towards her instead, but she heard him anyway. Gwen's head jolted back from the tree like the thing was electrified and she scrubbed at her eyes with the sleeves of her jacket, but she didn't turn around. "I'm fine!" she said like _anyone _would believe that. They'd have to be blind and deaf to, and even deaf people could have heard how broken she sounded.

"Yeah, right," Ben said, the words slipping out almost before he could even give them a thought and the second he heard them he dug his fingers into the Watch. He didn't have a _clue, _but you didn't have to be a genius to know that those were the wrong ones.

The dweeb was, and that only made it _worse. _Gwen's breathing before had been too quick and almost too soft for him to hear, but he _heard _the gasp she made now just like he saw her hands tighten into fists as she spun around so fast that she kicked up the packed dirt at their feet. Her face was almost as red as her hair as she glared right at him. "_You! _What do _you _want?!"

She spat those words out and they felt like a punch in the gut. They were enough to drive Ben back a whole step before he caught himself. Grandpa. Grandpa would know what to do, but he wasn't Grandpa. "There's - " Ben started as he stared. Her eyes were bloodshot, but that just made her look even angrier.

They were wet, too. He could deal with her being mad, he had a _lot _of practice getting her that way, but he didn't know…

"Are you - ?"

"I'm _fine, _Ben!" Gwen shouted at him before she shook her head and turned her back on him so she could storm off. "There. You checked on me. Just go - "

"Yeah, _right," _Ben said and this time he meant it. This time he didn't stop with a single step towards her. He dashed for her. "No one's buying that, you - " he said as he reached out for her arm.

And she must have sensed it somehow, because she spun out of his reach and back around on him. "What do you even _care?!" _Her eyes were wide already, but they turned into dinner plates when they met his and her breath came in ragged gasps as she stomped her foot. "Just leave me alone, you _DOOFUS!" _

Something made the fine hairs on his arms stand up as she said that. It made him back up a step again, too, but it didn't do anything to the scowl on his face as he made himself stop. His glare met hers and he hoped that she saw the same lightning in his eyes that he saw in hers. "No."

Gwen's head rocked back at that. So did the rest of her as she took a step back and tripped on something. He started to rush toward her as she fell on her butt, but the look in her eyes stopped him. "Are you deaf, you Doofus?! I said go away!"

Stopped him for a second. Then he took another step toward her anyway as he held out his right hand and grinned. "I know, but since when do I do what you say?" The joke came easy, but his heart kept hammering as he looked at her and have to admit that he didn't have a _clue. _Not about what was wrong or how he could fix it, he just knew…

He didn't know. He just hoped she'd laugh or roll her eyes or _something. _

She didn't laugh or roll her eyes. "What's _WRONG _with you?! Not even you can be _THIS _stupid!"

Ben just laughed at that. "Wanna bet?" Stupid was easy. He could handle doing stupid things. It was smart stuff that tripped him up. And it was easier to play dumb than admit it.

"_**GO AWAY!" **_Gwen shouted and then she shoved her hands over her mouth as her voice echoed against itself.

He looked at her and something made him want to take a step back, but he didn't. He shook it off like Wildmutt shook off a bath and took another step towards her instead. Two more and he could reach her. "No."

"_Why?! _Don't you get it?! You don't have to _pretend_ anymore!" Gwen shouted at the top of her lungs as she slammed her fists into the dirt. She sounded as mad as he'd _ever _heard her, but that wasn't what made him forget about the new weird. It was the way her voice shook. "You don't have to take any more karate! You don't have to be seen in public with me! You don't have to call me when you want to go heroing anymore or worry about me hogging your summer with Grandpa! You win! You were right and I'm just a dweeb! That's what you wanted, isn't it? Just stop pretending and _**GO AWAY!**_"

Ben stopped dead in his tracks because that _was _everything that he ever wanted. Or it was. He didn't have any clue when any of it changed, but it did. So he grinned at her and shrugged. "But we're a team. What fun would any of that be if I don't have you there to annoy me?"

Gwen's eyes went wide again at that and he could see the surprise she felt written in every twitch her face made. Then she shook her head and laughed. It was a harsh laugh made all the worse with the freaky thing that she was doing with her voice. It was the kind of laugh that hurt almost as much to make as it did to hear and it wasn't just angry, but it was sad and scared, too. "We're not a _team!_ We're _not - We're not - _I'm just your _cousin! _I'm just your _sidekick!_"

"Well, yeah," Ben said and she ducked her head at the words, her face twisting like he'd just punched her and he didn't know how someone so _smart _could be so dumb sometimes, "but, heroes need their sidekicks. Who else is going to be there to watch my back? Or to keep me from doing something dangerous." He couldn't stop the grin. "Or fun."

"But… but…" Gwen looked so lost as she sat there and stammered that he just wanted to…

He just wanted to _smack _himself for even thinking _that. _Giving her a hug? Ugh… But he did smile at her and for once it wasn't a tease. For once, it was _real _because she was _looking _at him and some of the rage was melting away. Just some, but…

But he could still hear her taking sharp little breaths, he could still see her _shaking _and he just couldn't… Not when she started to hold her hand up. Not when she was looking at him like she'd never seen him before. So he ignored every bit of him that cringed at the thought and reached out to her because that's what _heroes _did.

Even if the dweeb _was _gross, she was still _his_ dweeb. He felt his fingers brush against hers and -

\- o - o - o - o - o -

"Ben! Ben!" the world roared in his ears.

"Owwww…" That noise slipped out from between Ben's tingling lips as he slowly made his eyelids open. For a second he saw bare tree branches and a red sky over his head, and then they disappeared as red hair and a painfully white face blocked them out. It took him a second because his brain was wherever his fingers were before he croaked out. "Dweeb?"

Gwen's green eyes were _huge _as they stopped darting around and went right to his. Her lips twisted like they wanted to laugh or scream and she wouldn't tell them which one, which _so _wasn't her. Neither was the happy shriek that she let out right in his _ear_.

He made his tingling hands move then, to block out her voice or slap away her hands because she always got so _touchy-feely _whenever he got hurt and it was _gross _and _wrong _and… and…

And she wasn't. The world spun just a little as he made his head tilt up so he could see why and that just made her shout some more. "Just lie down, you _doofus! _You could be - ! "

"Don't bug Grandpa - " Ben started to say before he remembered that they'd left their phones at home and the words felt funny in his mouth, but not as funny as seeing her with her arms wrapped tight around her middle, but it didn't hide the fire of the magic around her hands. "Are you - ?!" he asked as he pushed himself back up and he felt like he was moving in slow motion as his head darted around. "Where are they? What hit us?!"

He didn't see anything but trees and little green sparks that were dancing all around them that almost looked familiar, but wouldn't go away no matter how many times he shook his head. Not that _that _meant _anything. _They'd gone up against invisible baddies before. His right hand felt like it was covered in ants, but somehow he got it up, somehow he started to reach for the watch before the shouting started again.

"Stop it! There's no one else here and I'm _fine! _Just - Just lie _down!" _Gwen shouted at him as she shook her head and blew out a breath, but she didn't shove him back down. She didn't even _try, _she darted away from him instead. "You're the one who - who - " Her mouth stopped making words as her eyes kept darting all over him as the blue light at her sides kept getting brighter.

"Then what's with your hands?" He asked as he reached out for her.

"Don't!" the girl hissed and jerked away from him. She moved so fast that her hands shot out so she didn't fall on her butt and the second they did she gasped.

It was weird and freaky and super cool the first time that Ben saw the saw the blue light burst into life around them, but he'd almost gotten used to it since they got home. Almost. It was still wicked awesome, but he could play it cool now when the dweeb started saying her nonsense words and the glow appeared.

But she wasn't saying those words now. She wasn't saying _anything _as she stared at her hands, too. That was his first warning sign.

The blue glow always stopped at her wrists before. It wasn't now. Even as they were watching it was inching its way up her arms, and then she blinked and her eyes started glowing, too, right in the black of her pupils that were way too wide. Just a spark at first, but enough to catch the wet tracks under her eyes.

"What are you - ?" Ben hissed at her as her breath turned into ragged gasps.

"Nothing!" Gwen whispered as she shook her head. "I'm not - I'm not!"

Ben stared at the light as a little purplish-pink dot burst to life inside of the blue light just over her ring finger. Ben stared at it for almost a second because it looked just as familiar as the green sparks and he reached out for it and -

"No!" Gwen screamed at him as she jumped back. "What's _wrong _with - " she started to shriek at him and a dozen more of the pinkish sparks appeared around her. "Nononono!" she said as she got up and _ran. _

"What are you - Dweeb!" Ben shouted as she disappeared and he rolled over and pushed himself up on his arms even though everything _hurt. _"Gwen!" he screamed at her, but she didn't listen.

She never listened. Not about what was cool or about this either. "Come on, let's show her why you're way more awesome than her stupid - " Ben said to the watch as his hand flew for it. He couldn't really feel his fingers, but he still didn't have any trouble finding the button. That wasn't what made him freeze.

It was the way the Watch face was blinking green.

Ben's breath caught and his brain froze as he stared at it, as he waited for the light to burn orange and -

\- the tunnel and her shoving him as she screamed his name. As he screamed hers a second later when he realized -

\- and then the Watch's face just went _black. _"No," Ben whispered, the word forcing its way out of him. He shook his arm like that would help and he was just about to freak, but…

But the dweeb needed him more than he needed the watch. He wanted to freak, but… He gave the Omnitrix one last look as it just sat there on his wrist before he shoved himself up and ran the best he could. He ran right by the marks his shoes left in the dirt before he ended up on his butt and he tried not to think about how many steps he had to take before he did. Then he just started shouting for the dweeb.

The park was _huge. _He'd XLR8'ed through it a dozen times while he waited for her to show up so that they could study so he saw _everything. _it had a baseball field and a basketball court and enough clearings that people could picnic on, but none of that mattered. Not when he knew the only spot she could be heading for, the one that was the quietest and the best place for an alien or a witch to hide in.

Theirs.

He just wished it wasn't all the way on the other side of the park. His feet felt like lead but he made them move anyway. He had to if he was ever going to -

Gwen didn't make it. She didn't even make it twenty feet down the jogging path.

Ben barely got twenty feet before he saw the blue glow that was brighter than the sunset now through the trees in front of him. He felt like he would fall down in any second, but he made himself go even faster at that so he could catch up.

He didn't have to.

If it wasn't for the glow he might have run right by the clearing without ever thinking about it, but Gwen was her own spotlight. Even if he somehow missed the unearthly glow she was giving off he never would have missed the wind that poured out of the clearing as her magic raged inside. Wind that tore his coat right off of his shoulder and sent it to the sky.

He felt the coat go and forgot it right after as he stared at the grassy spot she'd found. It was just big enough for a half dozen picnic blankets, but somehow she still managed to get clear to the other side. Gwen had her back against a tree as she tried to shake the energy off of her arms. The blue was blinding and wrapped around her whole body now and that should have been bad enough, but he'd seen her like that once before.

He'd never seen the pink sparks in the glow before and there were so many more now. Enough that they clouded the blue out like that swarm of alien bees had, back when Grandpa insisted that they go down and see a real coal mine last summer and they found the hive.

Heatblast saved them then. Ben knew that the alien couldn't now, even if the watch was working. None of his alien forms could. What could they do, punch her? Just thinking about it made him feel sick.

It was _Gwen. _She wasn't a bad guy. One of his aliens might be able to deal with the magic better, but that was all. She didn't need aliens now any more than he needed a witch when Grandpa's lizard girlfriend came into town or the Watch almost went kaboom. He was sure of that.

Ben ran for her as she rocked there on the balls of her feet and he could hear her saying something even though he was twenty feet away and it only took a few more steps before he could hear what. "_Fini! Despelli!_" The dweeb called out her nonsense words and he could _hear _her voice shaking as the light just flashed brighter before she gave up and just started whimpering, "Stop! Stop! Please, please stop!"

"Gwen!" Ben called as lightning flashed inside of her aura and her head shot up from her hands.

She looked right at him and he couldn't see even a speck of green in her eyes. Not with the blue inferno burning in them, and the same pinkish-purpley sparks that were there. "Stop!" Gwen begged, the anger gone and only fear left as she tried to back away and fell on her butt instead as more of the blue around her burned pink. "I can't… God, Ben, I can't control it! If you get any closer you're going to get hurt!"

Just looking at her made his heart race and his palms sweat. He eyed the magic and he knew he was going to do something stupid, but… "How many times did I tell _you _that this summer? When did it ever stop you?"

She never ran and he wasn't about to, either.

But he couldn't help the gasp as the wind went from thunderstorm bad to horror movie bad and clawed at him. The wind felt solid and trying to push through it felt just like it did when he was Ghostfreak and he had to go through a wall. Then there was a flash and a boom right before the storm picked up and knocked him on his butt.

He sat there and stared at her as he tried to get his lungs to work and his brain to think and that _so _wasn't fair. Thinking was _her _job. He his hand shot to the watch, but he froze because it was already beeping at him before he even hit the button and he watched the green light under the faceplate blink a dozen times before it settled and turned back off.

"No!" Gwen whimpered when she heard him and and curled in on herself again like she was trying to pull the magic back in and her aura just burned brighter. "Stop! Stop! Don't hurt him! Please, pleasestoppleasestopstopst- !"

The magic _hurt, _but nowhere near as much as seeing her rocking back and forth with her hands over her head. Violet lightning flashed again and it still didn't stop him.

Besides, she'd walked through worse for him.

So he shoved his way through the wind until it was a wall in front of him and he was sure that it wouldn't let him take another step even though the dweeb was _right there_. It barely even let him lift his left arm enough to see the watch's still black face. "Oh, come _on!" _

He wanted to scream, but the dweeb beat him to it as her aura flashed and lightning jumped from it to the tree she was huddled next to and _shattered it. _Ben threw his hands up as the pieces rained down on them, but the wind whipped them all away before the could even get close. "Just _go!" _his cousin screamed at him even as she wrapped her arms around her stomach and sank into her self.

Ben sucked in a breath before he felt his face twist and he shoved himself into the wind. "As _if!" _

She just curled up deeper as he closed the last few feet between them until the aura was just an inch away as it burned at the air. His right hand _hurt _just looking at it, but…

But _nothing. _Ben shoved his hands into the magical fire anyway and the world flashed in front of him again.

Flashed with a green light every bit as bright as the light around her. It was so bright that he was amazed that he was still Ben when he looked down and saw his hands, but it wouldn't have mattered if he was Ripjaws, he still would have grabbed for hers as the green light went away and her magic roared.

Ben closed his eyes and tried to cover them both as the magic rushed back over them and he knew it would _hurt. _

And it did. He'd licked a battery once when he was little on a dare and it felt like that times three thousand, only it was all over his body instead of just his tongue as he blindly grabbed for her.

And then he touched her hands and the jolt was gone.

The wind stopped shrieking in his ears, too, and for a second he thought it was over, but when Ben opened his eyes he could see the magic still tearing at the grass and trees around them. It was just quiet in the center of it with her. Quiet and pink everywhere he looked. Everywhere but his hands, which almost…

Then he forgot all about that as the dweeb's head shot up and she stared right into his eyes. Hers burned with magic and were so bright that he wanted to squint, but he didn't. Not when she was looking right into his eyes.

"I can't stop it!" Gwen whimpered after she flinched at his touch and looked up. Her eyes were terrified and desperate and he felt her fingers move against his hands as she tried to do whatever it was that moving her fingers did to her spells. "The mana - I can't… It won't _stop! _I can't control it!" she shrieked over the wind.

And Ben didn't know what to do. He didn't know anything about magic. He didn't know anything about anything except for the watch. That thought made him stop and then it made him laugh even as he braced himself against the wind. "Then don't! Stop fighting it! Stop trying to control it!"

The dweeb froze because of course she did. She shook her head again, she shook it so hard that her hair came loose from the blue hair clip that she always kept it in and the strands danced around her head. "You don't know…! I have to! The book said I have to!"

"Books," Ben scoffed. "What do they know? Me? I know that I can't _make _the things in this Watch do what I want. If I could, I'd have a lot more heat vision! I have to figure out how they work and let them do their own thing until I do! How different can this be?" _Please, please don't be that different._ He didn't want to go hero even if the watch _was _working. He didn't know what to do after that except get her to Grandpa as fast as he could and he didn't know what Grandpa could do that would help.

Gwen stared at him like she couldn't tell if he was an idiot or right and she was terrified of both.

So he laughed again even though he could feel her pulse racing against his fingers and he _knew _his was going just as fast. "I know this hurts, but for once in your life you have to _let go!" _

She winced like the words were a slap, but she took another deep breath and nodded as she closed her eyes. He felt the energy surge around them as the pink light ate away what was left of the blue. He heard the boom as another burst of lightning _shattered_ a tree next to them as the wind kicked up and tore branches from the rest. He saw all of that and he was sure he was wrong.

If the watch was working, if he could have gone hero without touching the dial he would have. The only thing he could think of doing was scooping her up and running her to Grandpa even though he didn't know what the man could do. He still would have done it in a heartbeat if he could, but he couldn't. Even if the watch was working he couldn't without letting go of her hands.

It would have meant letting her think he'd left, that she was alone, and heroes didn't do that.

He just squeezed her hands tighter and pressed his forehead against hers. "You've _got _this, Dweeb!" He should have shouted those words if he wanted her to hear him over everything, but he didn't. It didn't seem right so he whispered them instead.

He kept holding on even after there was another burst of pink lightning, even as her eyes burned and her forehead felt feverish hot against his and he was sure…

"You've got this," he whispered one more time with everything he had as the light burned around them.

And then the storm and the aura both started to ease around them. Math classes took less time, but the wind died down and the aura pulsed and faded bit by but until it was a just a glow that was barely brighter than the fading sunlight. It was still the weird purplish-pink color, though. He looked and he couldn't see even a speck of the normal blue in it anymore.

He didn't know what it meant and he didn't care. It didn't matter, not when she sagged against him. Glowing stuff didn't matter as much as the feel of her head as she pressed it into his shoulder or the sound of the shuddering breath she let out as she did it.

The light surged one more time as it did, but it felt different. It burned before, but it didn't burn now. It just felt… warm. Warm and almost as soft as the hair he felt pressed against his cheek.

Some sick part of him missed them both when she pulled her head away and the glow followed with her. Her eyes were so wide, but the burning light in them was gone, as she stared at the aura around their hands and for a second it burned brighter, and then she let out a little clipped laugh and it started to fade again. "It worked."

"Of course it worked. I knew it - " Ben scoffed again just loud enough for her to hear because her hearing that was a lot safer than her hearing how hard his heart was pounding.

Now that the storm was over, he didn't know how she couldn't.

Gwen scowled at him and he remembered that safer didn't mean safe as he braced for a smack when she yanked her hands free, but there wasn't anything in the world that could have gotten him ready when she wrapped her arms around him instead. "Thank you," she whispered right next to his ear as she hugged him tightly.

Every neuron in his brain knew that he should push her away. That this was gross and wrong and…

And…

And he could feel her shaking. He didn't listen to teachers and he couldn't think of a single reason he should listen to his brain, either. So he let her hug him. He might have even hugged her back. Might. "Why?" She whispered even as she shook.

"Why what?"

He felt her press her face harder into his shoulder and he didn't even realize he was hugging her back until he saw his arms around her. "I… When you touched me… I _hurt _you and - "

"Please," Ben scoffed as he waved his right hand under her nose just to show her that his fingertips weren't even red. "Ego much? I'm barely even scorched."

He hoped she would shove him away for that, or at least smack, but the dweeb just shivered again. "I've been… I've been losing control of the magic since Christmas. Why didn't you _listen? _Why weren't you _afraid of me?" _

"Because…" Ben started and the joke was right there, but… Then he stopped and thought. He'd been scared for her, but afraid _of_ her? Please. Not that she would listen. Not unless he _made _her. So he pressed his mouth right up against her ear and said, "Because… Because you're you."

Gwen shifted and shuddered and he swore he felt a couple of small wet spots in his shirt right under her eyes as she whispered, "I almost _hurt you." _

"Nah,"Ben said with an easy snort as he repeated. "You're you. Your smacks sting like anything and your glare could start a fire, but I knew that you would get it," he felt her squeeze him even tighter. At least he could blame the heat in his cheeks on her magic this time. That should be worth a few sympathy points, so he fought down the urge to push her away again. He fought it down until he felt her calm under his arms and when she did he couldn't resist leaning in a little closer to her ear so he could whisper, "but you can still say it, you know."

Gwen froze at that and her next two words came sounded like they could have one out of a rattlesnake. "Say what?"

"That I was ri - " Ben said, and he almost got the whole word out before she finally shoved him away.

"You _so _weren't!" The doofus shouted as her eyes flashing with their usual anger and he just laughed. He knew it was just a show because the aura around her didn't flare. He could get used to firefly Gwen. The normal was good, too, though, and that was what he got as she crossed her arms and shoved her chin in the air. "I would have figured it out _eventually." _

"Maybe," he said as he leaned back in the grass and moaned as every muscle in his body thanked him for it. "But it would have taken you five more minutes if I wasn't so awesome."

"Jerk," she muttered, but she didn't say anything else as she hugged her knees to her chin. Not for a long time anyway, but she did eventually say. "Thank you," again. He saw her head turn again as she looked back the way they came as she asked in a small voice, "Did I - "

He shrugged and shook his head. "There are a couple of light bulbs back there swearing blood vengeance right now and you spooked a few people on the road, but you're really going to have to work on your property damage game. Even _Greymatter _has you beat." He heard her sigh again, a happy one this time and he should have been happy to let it go at that, but he had to know. "What happened? Why did the magic go all explody?"

"I don't know," Gwen admitted, and he knew how much she hated those words. The light flared to life around her hands again and he could see her staring at them before she waved the magic away again. "I think… I don't mean to do it, it just happens. I thought… I thought Christmas was just a freak _thing_… and that my house is just _old _and that was why… But - but when the dojo lights started to flicker - I knew it was me. It was all me. It happens every time..." her voice faded.

But he didn't need to be a dweeb to figure out what she was thinking, or see how stupid it was. "Please. If this happened every time you got mad I would have been crispy after you learned your first spell."

"Not mad," she whispered and she sounded miserable.

"Then what?" He asked because that was how he felt all three times and he didn't know why she'd be any different. Except she was. He remembered the way she looked and it wasn't angry. He knew just what she looked like when she was angry. No, she'd looked _-_ she looked like she always did after a bad guy jumped out of the dark, in that split second between when she froze and when she got her Gwen on as she grabbed for _anything _around that she could use as a… "Oh."

"So we'll be fine just as long as nothing ever…" she said and her voice faded out as she stared down at the aura around her hands.

She sounded so lost when she admitted that, that he had to lean over and bump her shoulder with his. "Try it now."

"What?! Are you - ?!" She spun her head to him and her eyes were _huge. _

God, he loved when he got that look out of her. He smirked at her and pretended he was doing the finger twitches that she always did. "You can try it now, or you can spend a week going full dweeb about it before you do it anyway. At least you got your Sensei right here in case things go wrong."

"You? You are so _not _my Sensei," Gwen said as she shoved her nose in the air. "You're _maybe_ my court jester. _Maybe." _

Ben rolled his eyes at the words because he could hear how fake they were even as he leaned forward. For all of her complaining, he _knew _her, and he was ready when she raised her hand to the sky, even if he winced, too, as she whispered, "Lus."

And it was like there was a pinkish-purply sun in her hand. He blinked as he stared at the light, but his grin crashed into a mountain when he heard her gasp. "What? Does it - ?"

The dweeb's head darted back and forth as she just stared up. "No… it… it feels like it did, it's just _easier. _I don't…"

"And brighter," Ben said as he tried to block some of the light out with his hand. "See? I _told_ you, you'll figure it out."

She shot him a look that he could barely see even after she let the spell die and her hand drop. "How do you - ?"

"Because that's what you do," Ben said before she could finish that. "And if you can't, then you can use some of my awesome and _we _will. We'll tell Grandpa and find you more books. Heck, if we have to, we'll find Hex or Charmcaster and _make_ them help. I just can't believe that you didn't tell me." He snorted at her. "Did you really think that would stop me from butting in?"

And she laughed at that - it was a shaky laugh but it was still a laugh - and bumped his shoulder back.

Honestly, Ben wanted to go find the two _now. _He could go Hero for that. He could do more than just sit here and _talk, _but he didn't have a clue where to find wherever the witch or wizard could be hiding. The two always either found them or they just stumbled over the pair like they did all the other bad guys last summer. Grandpa might be able to find them, but they'd need Gwen's help and he knew that she'd rather try to figure this out for herself for now than owe anything to either of them. Which just left more talking. So he sighed and did that.

"Didn't your spell book say anything? Or that creepy old journal Grandpa got you?" Ben asked. Honestly, they both creeped him out. He had snuck looks in her Spellbook sometimes, usually when she was asleep in the bunk under his, and he swore that the words changed every time he did. And the journal… Who wanted to read what some lady wrote in their diary?

Besides the queen of the nerds anyway.

Gwen just sniffled at that. "The spellbook is so not big on playing Dear Abby and the journal… I haven't read it all yet, but I don't… I haven't found _anything _like this in it. Just some stuff on how Nimue was trying to teach her how to call up mana, but… Maybe… maybe it didn't happen to her, or I just screwed something up. I don't _know._"

Those three words were always enough to make her miserable, but they made him feel better. If the book was wrong… "Books," he said like the word was an insult. He could trust a book that made mistakes. If it knew everything… He didn't think that Grandpa would give them something dangerous, but he'd seen enough horror movies to know that they shouldn't trust just any old book. If he hadn't seen Charmcaster using the spellbook before Gwen got it...

But that didn't matter. Not now. He watched her press her face into her knees and he knew that he had to do something before she made herself crazy trying to figure all of this out. He couldn't tease her, not now. Not about that anyway. And if he had to move again…

Ben's body whimpered just at the thought as the last few hours caught up with and ran right over him. It figured that _she _would be the one who kicked his butt the most. Which was why he couldn't help poking her just a little as he watched her stare at the light around her hand. There was just a flicker of a memory of the dweeb when she was tiny and the two of them jumping in a mud puddle just to change the color. Aunt Natalie got _so _mad, but that was the last time her mom dared to dress her up like that. Ben grinned at the memory and that turned into a smirk as he asked, "Is it gonna stay that way? 'Cause I haven't seen you wear pink since - "

"It better not!" Gwen shouted as she glared at him and then her hand. She waved her hand like that would make things change back somehow. The light flickered again and he could see the hope in her eyes, but there wasn't even a speck of blue in it when it settled. "Besides, it's not _pink! _It's _violet! Duh!" _

"Keep telling yourself that, Dweeb," Ben said with a nod he so didn't mean as he stared at the color. It looked just like the color that blond girl's pants had been back at the dojo. The one who made… And then the magic didn't matter. Not as much as the fact that they made her…. "Those girls… the ones you…" he said and he waved his hands because he didn't know how to ask.

Gwen froze anyway for just a second before _that _smile spread across her face again. "What about them?"

"I thought… Are they?" He dug his hands into the dry grass on either side of them as he stared down at the toes of his sneakers as his mouth tripped over the last word. He tried to think of a better one, he _knew _that she could if he'd just ask, but…

He felt his hands curled and he felt the growl start as he remembered _everything _that they said and every look that splashed across her face as they said it. They _hurt _his Dweeb. No one did that. "They're _bullies!" _

"They aren't! I mean…" She went red when he snorted out a laugh and shoved herself to her feet and the aura around her surged back to life. "I don't have to sit here and listen to you talk about them like that! It wasn't there fault that you - !"

Ben watched her turn and storm away, the energy burning brighter with ever angry stomp, and his body screamed at him as he pushed himself back to his feet. If she ran… if all of this started again… He wanted to grab her, but his body was too tired and his brain…

He was just lost. He'd never hung around with the girls at his school. They'd been as happy to ignore him as he was them, but he'd spent months with the one in front of him. That should mean something, shouldn't it? He should understand them a little, shouldn't he? But he didn't understand this. Not at all. He didn't even understand how he got it _wrong. _"If they aren't bullies, then what are they?"

He didn't think she'd answer, but he didn't imagine that the question would make her stop dead in her tracks. "They're my fr - " she started to say before she hugged herself. The violet light around her flared again as she spun around and glared at him. "They're my…!"

He stared at her face. The sun was right behind him and he could see the dying red light on her face and the still shiny tracks under her eyes. He waved his hand at them. "Your friends make you…?"

"They don't!" Gwen shouted in horror as she scrubbed at her cheeks with the back of her hands. "They're just… they…" she stammered. "Marci's my… She was my... Then she…." She hugged herself and shivered while he stared and worried. Even the aura around her was flickering.

Oh, God! He broke her!

"Marci… Sh - she used to be, but now they - they won't stop," Gwen whispered, her voice crumbling even before her knees did. She sank down to the ground without any of her usual grace and buried her face in her knees. She didn't even seem to notice him as he limped over and sat down next to her. Not until he bumped her shoulder and she pressed hers back. Her voice shook as she admitted, "I wish that they'd just _leave me alone,_ but they won't. They never do. Not at school and not here when they show up early and mom _won't_ listen. She keeps trying to invite them over and - "

"You have bullies," he repeated as he wrapped his arm around his middle as the words hit his stomach like Grandpa's cooking.

Gwen gave him a look from over the tops of her knees that he knew _way _too well. She didn't actually say duh, but she didn't have to. "Girls can be mean, _too, _Doofus! We're not all sugar and - "

"I _know _that!" Ben said as he waved away her words as he gave her a side look. He knew that better than anyone because of… His eyes went to the ground as he _knew _it wasn't true. His cousin, the Dweeb Lord could be so many, many things, and most of them drove him _crazy, _but she never..."How can _you_ have bullies? I thought…" he thought everyone loved her just as much as his parents did, but he couldn't say _that. "_You _love _school!"

Gwen froze at those words and then she dropped her chin and shrugged . "I love learning things and the teachers, but…" she shook her head and buried her mouth so deep into her knees that he just barely heard her finish with, "You're not the only one who thinks I'm a _dweeb." _

"That's not -!"

That look came back in her eyes. It wasn't angry. It just _was _and that's why it hurt_. _"You've called me a dweeb like a hundred times today, Ben. You got in a fight with _Sensei _just because - "

"So did - !" Ben started, more than ready to throw all the times she called him a doofus right back in her face before he caught himself. His hand went to the back of his head as he looked down at the dried grass around his feet. "That's… I don't mean it like _that!" _

"I know _that, _Doofus!" The dweeb said that with a roll of her eyes. Eyes that went right back to the grass she was digging the toes of her sneakers into when they finished their circle as she sighed. "But they do."

"Then they're _dumb! _There's nothing wrong with being a dweeb!" Ben declared and he felt his hand turn to fists. "You're - you're - " he started to say _something _and then she looked at him and his mind went blank. Almost blank anyway as he looked down at the dead watch and Gwen jumped as he cheered because it was glowing green again. It wasn't even _blinking. _He just had to test it out and his lips curled back because he knew the perfect way. "So they are bullies? Great! I know how to deal with _bullies_." Finally, something _easy. _"Hotfoot or my flagpole special? Your bullies, so your choice."

"Ben!" Gwen laughed like it was a joke as she turned and sat down in the dirt next to him.

"My choice then!" he said as he hit the button. He blinked as the dial popped up and filled the clearing with a green light just as unearthly as her magic before he covered it with his hand and twisted until he saw the right silhouette. "Heatblast, come on down!" he said as he raised his palm.

And Gwen caught it. _Again_. "If I wanted to do that, I could have done it _months ago, _but It wouldn't be anything like a fair fight and it wouldn't be right," she said, but she didn't sound angry at all as she said it. Not even she could smile and be mad. "Thank you, though. My hero," she said those last two words and for the first time ever she didn't laugh as she said them.

"Fair fight," he scoffed. "Who teaches you that junk?"

"Sensei," she said and she said it like it was all she needed to say. "If you stay, he'll teach you that, too. You heard him. The best fight is the one you can stop before you even throw a punch," then she sighed. "And then he'll teach you how to kick butt when you have to, too."

"Good, because it feels like I have to _all the time_ sometimes," Ben said. She gave him a look at that, something he didn't know how to read and he didn't want to think about, so he looked down. Looked down and saw her bright orange belt peeking out from under her jacket because she'd never zipped it closed in all of this. It was the other thing he was dying to know, even more than he was dying to go hero. He shook her hand off and punched the button on the side of the watch just so she wouldn't think he was trying something. The watch and the light both turned off, but he didn't need to see her to ask, "Just how long did it take for you to get that anyway?"

And he knew he wasn't going to like the answer just from how long it took her to say anything. "Two years," she finally admitted, and then she babbled, "but Sensei said I could have done it quicker if I wasn't working on so many other things and you can't count last summer! And it's not like I'm racing or anything. I'm right on schedule and- "

"Two years?" he asked as he stared at her shadow. Then he made a disgusted noise and laid back in the grass. "I bet I can do it in one. You're just lazy." It felt so good to say that to _her _for once.

That earned him the outraged squawk that he was looking for even as the last of her aura died out and left them in the dark.

"One class and you already think - " she bit off that sentence. He waited for her to really go off on him, or at least crow about him staying, so he kept his eyes on her as she huffed and thought. When she finally opened her mouth again he braced himself for her best burn as she let out a noise that was a mix of a snort and a laugh and asked, "Did you ever think that we'd be - " before she bit down on the last word.

"That we'd be what?" He asked when she didn't finish. He wished that he left the watch on or that she was still glowing just so he could see her face. "That we'd be what?" he repeated, suddenly curious and then his mind raced when she still didn't answer. "Even more Awesome? Amazing? Heroes? Badass? The master of all karate? Because I already know the answer to most of those and it's _duh_."

"Friends," she said, and she sounded just as shocked that she said it as he was that he heard it. He heard her digging the toes of her sneakers into the grass again before she asked, "If we weren't cousins, would we be friends?"

And his mind crashed and burned at the question. "But we _are_ cousins."

"Imagine we weren't," she said and rubbed at her temples. "Would we be friends?"

"I don't…" he started to say. He _hated _it when she got like this. What if this, what if that, what if the roof can't hold Diamondhead's weight…

It drove him _crazy._

Gwen shook her head after a second and shoved her hands to the ground so she could push herself up. "Never mind. It's stupid."

Ben surprised himself when he caught _her _wrist so she couldn't storm off. "I don't…" he repeated as he tried to imagine a world where they weren't cousins, where she was just a girl. The idea made him squirm and he didn't know why. It shouldn't. It wasn't that crazy. She was a girl and she didn't _have_ to be his cousin to be her, and if she wasn't then she could be just another girl so easily. He could almost see her sitting next to him in class and…

He was so glad that she couldn't see his face as he chased the thought and he didn't know why his cheeks felt hot again either. If she was just a girl in his class he'd still annoy her and she'd bug him and…

And somehow he knew that she'd still find some way to butt in on his big summer trip with Grandpa; that he'd still get the watch and she'd still become a witch, that they'd still be sitting right here and that she'd still be asking pretty much the same question.

Were they friends?

So he tried to picture her as one of his friends and he shuddered and said, "Man, I hope not," before he even finished the thought.

"Oh," she said, and she sounded so small as she said it. "Well, I asked…"

"No," he said, the words in a rush even as he ran his hand through his hair. He hated talking. Fighting he was good at, but this? He always messed this up. "I mean… My friends just come over to play video games and watch movies and hang out."

That seemed to hurt her more. "And there's no way we could do _that._"

He wanted to scream in frustration because she was taking this all _wrong _and he wished he could make her understand. That he could show her, that he didn't need words. He wrapped his arms around his stomach and looked up because he had to look somewhere. When he did, he saw the first stars starting to shine and the second he saw them he _knew_. "Jamie is super handy when I need my Sumo Slammer fix, but he wouldn't hitchhike on an alien spaceship just to watch my back. None of the guys would."

Not even Grandpa would do that. The only one who would…

The only one who would - even when he was being a jerk, even when she was - was...

His eyes went right to the ground and he felt his face burn because when he said it to her before it was just something he said because he knew that she needed to hear it. He didn't think about it and he didn't realize how true it was.

Which meant he was an idiot for admitting it. It was so dark now that he could barely see her sitting next to him, but he didn't have to see her face to know that she was smirking now. He braced himself for all he teasing he deserved for saying something so stupid.

He saw her shadow move and he thought she was pushing her hair out of her eyes, but he couldn't see her well enough to know. Then she tsked him. "You're only saying that so I'll help you cram for your next math test."

Ben blinked. Then he grinned at her even though he knew that she couldn't see him any more than he could see her. "Well, _duh. _Prealgebra wasn't bad enough, they want to start derivatives now! I don't even know what those _are!" _

He waited for the smack he was sure he was going to get for that, but it never came. Instead he just heard a muffled laugh that made him jump before she leaned on him and he froze. She leaned on him and rested her head on his shoulder. Her hair tickle his ear as she sighed, "I don't care what Sensei says. You are such a _Doofus_."

\- o - o - o - o - o -

_**Erico Omake **_

Omnitrix Log, Day 228:

"The Omnitrix reported a massive power spike and a litany of fault errors, requiring a full system reset. I've spent the past hour trying to determine what caused it, with no success. The Omnitrix is rated for pressures up to 12,000 kilovecs and is shielded against interference from every band of the EM spectrum just short of a head-on Gamma-Ray-Burst. Had I not taken the opportunity to harden it during my last full reset and systems diagnostic when the boy was at my laboratory, it might have gone critical a second time and required direct intervention, something I am loathe to do. I am left with a problem with no readily identifiable cause or solution. What did the Tennyson boy do to cause this? And more importantly...how can I keep him from doing it again?"


	10. Under His Nose

**Chapter Ten: Under His Nose**

_The rope was rough under his hands and the stone wall even rougher under his feet, but he climbed anyway. He'd come too far, he'd lost too much to do anything else. _

_And he'd come here to take it all back. To get_ her _back. _

_Ten more feet. _

_Five._

_And then he was at the top. He wanted to cheer even as his body fought for breath. He did neither, but he allowed himself a smile under his mask as he pulled himself up. A smile that died when he saw what was still awaiting him. He had spent weeks looking for this serpent's lair. Few could tell him anything about it, fewer still were brave enough to tell him what they knew. For all the warnings he gathered through threats and pleas, no one had mentioned that he was searching for a_ castle _that would put even the Emperor's to shame. _

_He'd stood there and stared, his mind reeling as he took in the challenges still to come. The outer wall was test enough, but the walls of the castle were three times higher and if anything the stone was even more rough. The walls met in towers that watched over all. He slipped his way along the top of the outer wall, his feet dancing between the blades that marred its surface, as his eyes searched for any weakness, any opening he could slip through. _

_And then he heard it, the rasp of stone on stone below him. _

_He knew that sound, he'd heard it dozens of times over the last few weeks. One of the golems was just below. It's body was made of the same rough stone as the castle, but stone twisted into a parody of a dog by the madman within by the same cruel red magic that animated it. It was a fierce mix of magic and matter, but he knew the thing's weak spots. One was no worry, but it would call for more, and those would call for more until he was lost under an avalanche of them. _

_It had happened before, just weeks ago, and he was lucky to escape with his life. _

_And even if he defeated them all, there was still the hundred foot run he'd have to make just to reach the next wall. A run with no cover to a wall with no windows. He'd have to storm the main gate, a gate sealed against an army, much less a ninja, and…_

_It was too much. He felt the hope die in his heart as he stared at those walls. _

_And then he saw it. The faintest flicker of blue light through a window at the top of the tower. The faintest of lights, the faintest of hopes. _

_It was enough._

_He waited an eternity for the golem that kept circling the base of the wall to move on and then he ran. He was like lightning across those hundred feet. He threw his grappling hook when he reached the other side and said a prayer of thanks to the spirits, for his aim was true. Again he climbed. Again, the rope cut at his hands and the stone tore at his feet, and again neither stopped him. The window at the top of the tower was a puny thing, barely wide enough for a man to aim his bow through and far too small for anyone else to even think about slipping through, but for once his size was an advantage. He hit the carpeted floor on the other side and allowed himself one deep breath before he got up. _

_The blue light hovered in the air above him, flickering like a candle and far too dim for anyone else to see, but he'd spent his life watching lights just like this one and he knew it better than the sun. _

_She had been here. _

_He could tell that from his first breath. The small room still smelled of the guards who spent their days here, but that stale scent was hidden behind perfume. He looked and saw that someone had brought a bed up here, no doubt as a way to taunt her with the freedom she could never reach through the window. _

_Fools. _

_He went to the door and pulled it open. The locks were heavy on the other side, but they would only work as well as the wall and the wood they were attached too. He closed the door and ran his fingers against the careful marks cut into the wood around the lock. Too careful to be made by stone or metal, whatever had bound her powers hadn't been enough. She'd been working on her own escape like he knew she would. _

_She'd worked on it until she ran out of time. _

_There were blankets, but they were torn apart on the floor around the door and not the bed. He touched them and he knew that she had used them to blind whoever it was who had entered her cell. There were shards of pots mixed into the blankets, the remains of her only weapons. _

_But the mattress was still warm when he touched it. She had been here, and not long ago. They had come for her while she slept, and she made them fight every step of the way. _

_For the first time in weeks, he allowed himself a grin. _

_Then he was through the door and down the stairs on the other side. Only his need for silence kept him from flying down those stone steps. Only his need for stealth kept him from bursting out into the main room when he reached the bottom. He expected a throne room and the mad wizard that controlled this keep. _

_He found only darkness. _

_He'd been in darkness since his training started. He'd been left in rooms that were buried deep under the earth without a single candle, but he still had not met darkness like this before. It seemed to devour the light that followed him down the tower. It was a darkness not of this world. _

_A lesser man would flee, but he was ninja. _

_He stepped into the inky black air and felt it wrap around him. It froze him, made him forget what the light even was. He walked on, guided only by the sound of something dripping at the far end and the stone under his feet. _

_And just as the dark was about to take that away from him as well, he heard it. The deep, booming laugh that filled the world that light had abandoned. "You have come so far, Tennyson, just to die." _

_What he took to be a thousand torches lit at that and it was only when he saw their evil red glow that he knew they were no torches. A castle's weight worth of golems surrounded him. All crouched down, all waiting for the word to tear him apart. He ignored them as the slaves they were. _

_The same magic that gave them this crude life lit the room, and he saw it was far, far larger than it should have been. Large enough to swallow the castle he saw outside. Large enough that he couldn't see the door he'd come from or the wizard he'd searched for in the inky blackness that surrounded the sea of golems that surrounded him. _

_The time for stealth had passed. He shoved his hood back and yanked off his mask before he dropped it without another thought. "You should have made more, Hex," Ben said and his voice booming as his eyes searched the night for the creatures' master. "They will not stop me."_

_"Such confidence. You have troubled me for too long, Brat," Hex said, his voice coming from the night beyond the golems. Then there was a flash of something that should have been light if it came from this world and Ben finally spotted the man he'd been searching for for so long. _

_There was a throne of bones set onto a raised platform on the other side of the sea of monsters and the wizard sat in it. Even from across that distance Ben could see the mad glee in the man's eyes and the twisted smile that he wore. It would have been disturbing even without the skull that was tattooed over dark wizard's face, but with it he had the smile of death itself. _

_Hex wore death on his face and held it in his right hand. The Staff of Ages was a thing of myth and nightmare even before the wizard had claimed it. The gnarled wood and the skull that sat on top of it - a skull that belonged to no bird that ever walked on this world - watched him with the same hate as its master through its empty sockets. _

_He waited for the man to raise his right hand and begin the battle with magic, but he raised his left instead. He held it still for just long enough that Ben could see that he was holding something that glittered like gold in it._

_A gold chain._

_A chain that Hex pulled on with the same indifferent rage that a man would use to rein in a disobedient dog and a girl stumbled out of the dark behind his throne. _

_Ben sucked in a breath when he saw his cousin again. The chain was wrapped around her hands until the weight of it dragged them down and the sight of it filled him with rage, but he hadn't seen her since that terrible day weeks ago and now he hungered for the sight of her. She still wore the same green kimono he'd last seen her in, but now it was dark with dirt and one silk sleeve was torn away. Her white face paint was gone except for smudges high in her forehead and her mouth was bound by cloth, but it didn't matter. Hex hadn't bothered to cover her eyes, so he could see the rage burning in her green eyes like a forest fire as she glared at the monster on the throne. And then she saw him… _

_And for just a moment he saw the terror in her eyes as she took in the golems that surrounded him, but just a moment. After that her emerald eyes met his and…_

_And Ben felt no fear as he slipped his sword from the sheath at his side. The sword she'd forged for him with magic from a stone that fell from the stars. None stood against it _

_A wise man would have known fear then, but Hex just regarded them both with something that was far too disturbing to be a smile as he shoved himself to his feet. He slammed the end of the staff against the floor and a wind lashed at them even as it threw the wizard's cloak back. "I have had enough of both of you brats. I will allow her to witness your final defeat, Tennyson, and then I will sacrifice her to the dark spirits! Her blood is the price that will grant me the power to rule Cipangu forever!" _

_And his laugh was as thunder in the room. The golems lowered their noses to the ground, ready to pounce. _

_Ben shifted his feet, but his eyes stayed on hers, even as the magic tore at him and Hex's pets readied themselves to do the same. Her eyes went wide when she saw his wild grin and the look she gave him as she pulled at the chain again…_

_His heart soared. This would be the final battle, but he was not alone. Even bound as she was, he knew that Hex was a fool to turn his back on his Dweeb. The wizard commanded the night, but he was no match for the two of them. _

"_Do you have any last words, Tennyson?" Hex asked. "Something for your dear Gwendolyn to remember you by in her final moments?" _

"_Yeah." Ben smirked as focused on his blade and called up the green fire just like she taught him to all those years ago. He knew that the same fire burned in his eyes as he eyed the man's bone-white face tattoo again. "I always wondered, were you born that ugly, Hex, or did Halloween just go really, really wrong for you?" _

_The empty eyes in the skull at the top of the Staff of Ages flared with a violet fire as the wizard raged at those words. "Kill him!"  
_

_The golems were a wave of stone and magic, but both shattered under the fury of Ben's blade, fists and feet. Never in all his years of training had he moved like this, but the monsters did not feel fear or loss. He heard a roar that shook his very soul as a golem the size of a horse charged out of the night behind Hex's platform. It's every leaping step ended thunder as it barreled through its lesser brothers without pause or concern, its burning red eyes locked on his. _

_Ben watched the monster come ever closer in flashes as he kept fighting the lesser golems until the last minute, when he just charged the beast. His blade burned like a comet behind him with the fire of life itself as they crossed the stone floor beneath him. A part of him heard Hex laugh, another swore he heard his cousin gasp even through her gag. _

_The rest of him just grinned like the madman she swore he was as he leapt into the air and swung his blade even as the beast pounced through the air for him, it's mouth opened wide, but instead of roaring it_ _just shouted, _"Mr. Tennyson!"

\- o - o - o - o - o -

_Drake Elementary School_

_Bellwood, California_

_April 8th, 1999_

_2:44 pm_

"I - " Ben started to shout as he jerked awake and Cipangu disappeared the second he opened his eyes.

Not that the classroom full of people staring at him was _any _better. His eyes darted this way and that as his hand tightened on air before he finally focused on the man in the front, a man who had a graying goatee on his face instead of the face of a skull, but the look in his eyes was almost the same as he glared at Ben. "How nice of you to finally join us, Mr. Tennyson."

Ben almost flushed when he heard some of the girls giggle at that. Almost. Instead he somehow made himself grin instead as he leaned back in his seat and said, "Gotta give the fans what they want." He waved his hand as he said it just so he wouldn't reach for his sword again as he looked around again.

But Cipangu was gone and it wasn't coming back.

"You have fans?" Mr. Belkins asked, and this time those words were met by more than just a few little giggles. Ben grinned right through it all until the man finally crossed his arms and leaned back on his desk. The look was still in his eyes, only now he had the smirk that went with the look as he waved his arm wide. "But by all means, _impress _us. We're just _dying_ to hear your take."

Ben's eyes shot to the board even as his right hand drifted to his left wrist. For just a second - just long enough to see the map of Europe spread out over it with the words **Current Events **written over the top of the board and **Balkans** and **UN Security Council Resolution** written on either side of the map - and just because he had to if he wanted to see the clock that was hanging above it.

His eyes went wide when he saw the time and he let out a little whoop just as the bell rang. There was pandemonium as everyone forgot about the show and started shoving their stuff back into their backpacks, but that only lasted until Mr. Belkins cleared his throat. "I don't care if it is the end of the day. The bell doesn't dismiss you, _I _do, and we aren't going anywhere until Mr. Tennyson enlightens us."

Ben sank back into his seat at those words as everyone else froze and turned back to him, only now each and every look was a glare. One that Ben gave right back to the man who was still perching on his desk like some geriatric buzzard.

"Such a downgrade_." _The words were a mutter as Ben rubbed the sleep from his eyes, but they still wiped the grin off of the man's face. "What was that, Mr. Tennyson? I'm afraid I wasn't listening any better than _you _were."

"I was listening!" Ben said. He would have shouted the words if he didn't feel a couple more eyes glaring at him and heard the warning _doofus _in the back of his head. He wished that the Dweeb was here so he could glare right back at her, but she wasn't. He gave the blackboard one more look before he waved his hands into the air and burst out with, "Bad stuff is happening that everyone is talking about while they sit on their butts and don't do anything! Same old same old." The words were just supposed to be a distraction and maybe a joke, but by the end he was glaring down at the Watch.

When he finally looked up Mr. Belkins was scowling at him, and he was sure that the word _detention_ was about to show up again in his life. Then the man scratched at his salt and pepper colored goatee and shrugged. "Fair enough for now. Go home and get some sleep there for a change."

Everyone laughed again as the tension broke, but Ben didn't care. He shoved the book he'd been using as a pillow back into his backpack and yanked the whole thing up over his shoulder hard enough that all the pins he had on the bag jingled. "Sleep? As _if_."

He was free and he sure wasn't going to do something as stupid as _sleep. _

"Dude, wait up!" He heard Jamie shout from behind him and he slowed down a step or two so that the other boy could catch up even though the door was _right there _and he had things to _do._ "I can't believe that you fell asleep _again._" If anyone else had said that, Ben knew that there would be a glare behind the words, but his friend looked like the laugh he was holding in was killing him as they escaped into the hall. "What do you _do _all night?"

"Stuff." Ben just shrugged and tried not to think about the way the world blurred around him last night as he raced between the cop cars and their screaming horns for the bad guys getaway car. Bad guys who were just shadows as their guns flashed yellow and the world in front of him turned pink as the Dweeb on his back just _snarled _and -

"Man," Jamie said and this time he did laugh. "Man, I wish I had _your _parents. Mine throw a _fit _if I play Sumo after eight. It must be so _sweet _that yours don't care and let you play all night."

"Yeah," Ben muttered as he just kept walking, but he couldn't help squeezing the strap for his backpack tighter as they did because - because heroing wasn't _playing. _"That's not - "

Jamie just snorted at that. "Yeah, sure they do. Just like they care so much about you falling asleep in class."

"Happens when the world is _boring_," Ben muttered as he tried to shove the whole day out of his head like he always did when the night before was _awesome_ and he couldn't go hero just to see if he could top it. It never worked, and it always drove him _crazy. _

Or it did until he found something _almost _as good as heroing.

Something like that new kata that Sensei showed them yesterday. Ben ran through it in his head as they walked and talked even though he didn't have a clue what he was saying. He was pretty sure that he had the stance down, but how far back was he supposed to pull his right arm back?

And a snorted laugh broke his concentration just before the "you're doing it, _again," _killed his vibe. He glared at Jamie and just got another nasally laugh as an apology as the boy pushed his glasses back up his nose. "Daniel-San," he mocked as he made fists and pulled his arms back. "Oooooo. Karate master you are. Much you can teach me."

"Shut up." Ben flushed at the name as he shoved his hands into his pockets. "And I don't look like _that. _You look like you need to take a dump, jerk."

"So do you," the boy smirked as he straightened up under another glare before he held up his hands. "Hey, you do whatever you want. I'm just glad I'm not the biggest dork in the hallway anymore."

There were more and more kids spilling out of the doors that lined the halls, enough that Ben had to dodge around them just to keep going. He shot his friend another smirk because this was _easy_. "You keep telling yourself that, Dork Lord."

"Shut up!" Jamie said as his eyebrows shot up in worry before he started looking around.

As if. But he held up his hands anyway just to make it look like it was before he landed the burn, "As the Dork Lord - " he didn't feel the hand on his back, but he felt the shove after it sent him skidding forward. "Watch it!" he shouted over his shoulder and his words were lost in the noise that kept building up around him. There were so many people around that he couldn't even tell who it was that bumped into him. Enough that he was sure that it was going to take _forever_ to get their stuff from their locker and get out the door.

He glared at the mob and tried not to think that…

That it felt like he was surrounded by golems again. All of them just waiting to pounce, to tear him -

"Forget this," Ben muttered as he felt someone else bump into his shoulder and he started looking for an out. It only took him a second to find it, there were a few people coming out from the hall that lead down to the library, but it was a lot better than this mob.

There was enough room to _breathe_ over there.

And an out, which was even better. He shifted his backpack and the straps dug into his shoulders like he had all of his books in there already - all of his books and a few rocks - so he didn't need anything in his locker…

He felt someone else bump into him and that was enough. "That's it, I'm out!" he declared before he shot his friend a look. "You coming?"

"I gotta get my science book," Jamie said, and when Ben didn't say a word he got a look right back, a much uglier one. "For our homework? You remember that, right? Our _group _project?"

"Sure. I got that down already," Ben said with a smirk even though he didn't have a clue. He'd figure it out later. If one more person bumped into him he was going to go Kevin on everyone. "I'll call in an hour and we can finish working it out then! See ya!" he shouted over his shoulder as he turned on one foot and dashed down the side hall.

Just being out of the zombie horde behind him made him feel more human. Not that being surrounded by books was much better, but it wasn't like he was planning on staying long. He spotted Ms. Lawrence as she pushed a cart down the other side of the library and forgot all about her in the same heartbeat before he darted down the second aisle. The bright red fire door was right there and he didn't hesitate to burst through it.

The alarm never made a sound, but he didn't really think it would. It hadn't all year, and the fresh air and blue sky felt so good as he burst out of the school. His hand went for the Watch on his wrist even as he looked all around, but he was home free just as long as there weren't any teachers out there smoking.

He stopped dead in his tracks because there were people waiting. Not teachers. Worse than that. One was a boy a head shorter than he was who must have been in the wrong place at the wrong time and the other two...

"I told you not to give me any lip," Cash hissed as he shoved the boy he was after _this _time hard enough that the kid went sprawling down to the grass. "Just my money."

"And I told you - " the boy said as he tried to push himself out of the dirt.

"No one cares what _you_ have to say," JT said from the sidelines, his eyes feral under his glasses. "Do we, Cash?"

"You got that right, JT," Cash said as he smirked and stepped towards the kid and Ben slipped his backpack off. He fought down a sigh as he eyed the lawn and the fence and the road that was _right there._ He could be halfway home by now, but _no_.

JT and Cash both had their backs to him, but the kid on the ground saw him. For a second he saw the boy's eyes go wide with surprise and hope as he watched Ben stand there, but just for a second. Then the fear came back even as the boy tried to stand up only to have Cash knock him back down again. Ben didn't know who the kid was, but he knew exactly what the kid was thinking.

He was waiting for Ben to walk away like everyone else did. Like they had been all year.

As if.

He let the fire door slip out of his fingers as he eyed the two bullies backs. It would be so easy to do it that way, knock them down and help the kid get away before they could get back up. They were only about eight feet from the door, one good run and a shove would do it, or he could just shout out. Ms. Lawrence was only half deaf. Even she would hear him if he was loud enough.

Or maybe she wouldn't. She didn't hear JT's braying laugh after he lunged at the kid on the ground and the boy flinched. Like scaring a boy a head shorter and fifteen pounds lighter was _funny. _

Ben lowered his backpack to the grass as he set his feet just like Sensei taught him and -

\- and that was when the phone in his pocket cut loose with the chords from the chorus of 'Can't Touch This.'

"Mom…" Ben sighed as the bullies spun around as the song just kept playing and playing because he so wasn't going to go fishing around in his pocket for his phone. Not now.

_Why _did he tell his mom his number or give her a ringtone? _Stupid_. Cool and _hilarious, _but _stupid. _

"Tennyson? Again?" Cash sighed as he let his head fall back. When he brought it back up he slicked his greasy black hair back with his hand. The last time Ben heard the bully sound this bored was when a teacher asked him something in history, and Ben couldn't help his frown. He rated higher than a _teacher. _"I'm getting tired of teaching you your lessons, Shrimp."

"What lessons? Manners?" Ben asked with a grin as his phone finally shut up. JT stayed back with the other kid as Cash stalked forward, but Ben wasn't worried. He'd done this enough that he knew that Cash lived for the sucker punch, but if he couldn't get one in then it was just insults as he looked around for teachers. If he stalled for long enough… "I just wanted to let you know that your mom's on the phone, Cash. She said that the oil changing place can't sell her any more of their gunk for your ha - "

The punch came out of nowhere and rocked Ben back a couple of steps. He heard the boy on the ground gasp and JT laugh as his head rocked back and the world went black for a second. Black with a thousand little stars before he doubled over. He could have sworn he heard something screech as he did. Screech and something else that sounded a lot like someone honking a horn, but it didn't have anything to do with this so he shoved it out of his head as he shoved his hand over his left eye. It _burned_ under his palm and he let some of the pain into his voice as he gasped out, "Jeez, Cash, Punching first? What happened to the insults? The threats?"

"What can I say, Shrimp? I tried to cut you some slack," Cash sneered at the word like he hadn't been turning tail every time he saw Ben since November, "but you had to go all Special Ed today just because you know some _freaks._"

"They're not - " Ben growled at the boy.

Who so didn't care. Cash just nailed him with the ugliest glare that Ben ever saw as he closed his hand into a fist again. "So no more kid gloves. No more smacking you around a little so you can run and cry to those _monsters _who feel _sorry _for your loser ass and strut around after like you're anything but a wuss. Today you're going to _bleed, _but I'll tell you what…" the boy let out a snicker and held out his hand, "If you give me _my _new phone right now, I'll only beat a little sense into you. And don't feel bad. When you're on the ground calling for your _mommy_ the new Shrimp over there will learn a lot. Like _respect." _

"Respect?" Ben couldn't help laughing at the word as he straightened up. He glared at Cash through his right eye and he got to see the bully's pale face burn red when he did. For just a second he imagined tackling the bully right then, knocking him to the ground and wailing on him until _he _was the one crying…

That or using the watch to _really _scare him…

But anger was a fire. He could use it to win or it would use him and he'd lose. Sensei went on and on about that almost as much as he did about respect and the words echoed in his head now. He wished all of his teachers made as much sense. He blinked away the pain and laughed as he as he repeated, "Respect? For what? For your little _slap_? Please. My _cousin_ hits harder than you. And she's smarter, too. She can use a phone. What are you going to do with it, Cash? Poke at the buttons With a stick?" Ben laughed louder as Cash got redder. Then he made himself take a deep breath as he set his feet and brought up his hands up just like he had done dozens of times in class. "But I'll tell you what. If you want _my_ phone you can come and get it."

Cash didn't move his eyes as he ground his teeth, but Ben watched as JT did, as the boy looked everywhere. "It's a trick, Cash! Those _things _gotta be out there some - "

"It's not," Ben growled at them both. "I don't need my friends to deal with _you _two."

"Look at this shrimp," Cash let out a laugh that was all edges as he shoved Ben with his left hand. Ben rocked back a little, but that was it. "One baby karate class and he thinks he's Mister - "

The boy's right hand was moving in a haymaker before he finished the insult. If Ben let the words or the shove get to him he never would have seen it, but he'd heard way better insults before, and he didn't let himself get distracted this time.

His block was a fraction of a second too fast and he caught the fist on his forearm instead of slapping it away like he'd wanted. His arm hurt enough that he knew he'd have another bruise tomorrow, but it didn't matter.

Not when he landed his own punch square on Cash's nose a second later. He felt _that _jolt all the way up to his shoulder and it felt…

He watch Cash crumble down to his knees in front of him. He thought he saw a splash of red before the boy bent over in double and shoved his hands over his nose, but he didn't know for sure. When he heard a scream, he was sure it was from Cash.

But it wasn't. JT didn't even try to make a word as he screamed and charged at Ben. He'd seen the boy do this before when they were little and Cash bit off more than he could chew. JT tackled the kid then and held him down until Cash got back up.

The kid lost his lunch money after that - and a tooth - but Ben didn't know what to do to make them stop back then.

He did now. He ignored the boy on the ground as he pulled his right hand back and kicked out with his left foot. The two moves made him spin on the ball of his right foot in a move that he'd had to practice dozens of times over the last few months. Practice until he couldn't stand the idea of it and then he had to practice some more. Practice until he had the kick down. Mostly.

Which was just where JT would be in a -

"What do you boys think you're _doing_?!" A woman shouted from nowhere, her voice filling the air in a way that would have made any monster proud.

Ben stopped his kick the second he heard the voice and two inches before it would have met JT's chin. It was the fastest he'd ever stopped moving but he knew it would still get a scowl from Sensei if the man had seen it.

Sensei never would, but JT sure did. Ben watched two of the boy's four eyes cross as he stared at the toe of Ben's sneaker before Ben dropped his foot back down as he spun back to the library door. "Ms. Lawrence! I can…"

But the door was still closed tight. If Ms. Lawrence had heard them, she wasn't getting involved. And if she wasn't, then…

"Don't _any _of you even _think _about moving!" the woman shouted again in a voice that promised a world of hurt if they did. A voice that - "All four of you are in _so _much… Ben?!"

\- that he knew. "Oh no," Ben said and his groan was even louder than Cash's or JT's. He turned back and gave JT a shove so he could see around the boy. A dozen cars and trucks flew up and down the road on the other side of the fence, but he could just see one that wasn't moving in the grass on the other side of the street as they went by. It was a bright blue minivan that he knew just as well as that voice.

He also saw the drivers side door left wide open, so he knew he was in so much trouble even before the traffic cleared and he saw his mom standing there, saw her glaring at them with a red face that looked so wrong over the giant paint-splattered yellow smiley face that was printed on her t-shirt.

"Mom?" Ben asked as he watched her charge right across the street and he knew that if there wasn't a chain linked fence in her way… For just a second he was sure that wasn't going to stop her either, that she was going to climb it just so she could get her hands on them. If she wasn't wearing a denim skirt she might have.

If he didn't move quick, she still might...

Even _Cash_ was smart enough to figure that out. "You - " the boy said, and Ben didn't know if it was pain or rage that made him hiss the word into his hand as he pushed himself back up onto his wobbly legs. He didn't know until he saw Cash's eyes, anyway, as the boy glared down at him. "You are so lucky that your _mommy_ is here to save you, Shrimp, or else I'd pay you back for _this."_

Cash let his hand drop then, for just a moment. Just long enough for Ben to see the bloody mess under his nose. A nose that was already turning purple. Ben felt his stomach lurch at the sight, but if Cash wanted to scare him…

"Any time you want, Cash," Ben said back, his voice steady because he'd already seen the look in the bully's eyes.

Cash's eyes went wide at those words. His arm shot out again as he caught a handful of JT's shirt. "Big words, Tennyson!" Cash said as he shoved his way by Ben and dragged JT behind him with the words, "A fat lotta good you were, Tubby."

"That's not... Cash, you saw how the Shrimp moved!" J.T. shouted back as they disappeared around the corner of the library. Ben didn't know if they were going to the parking lot back there or if they'd jump the fence somewhere and he didn't care.

Heck, he was thinking about doing the exact same thing.

"Cash! JT! Don't you boys _dare_\- !" his mom started as the boys disappeared and she turned ever redder under her blond hair, then he saw her take a breath and her next word wasn't even a shout. Not really. She didn't have to _shout _to sound disappointed. "Ben…"

"How does she do that?!" Ben muttered to himself as he turned to the boy who was still on the grass. The boy he'd done all of this to rescue.

The boy who looked scared out of his mind. His eyes were huge and his dark skin was ashy and the only thing that Ben could think of was how many people ran away screaming when he'd saved them as Fourarms or Wildvine. He felt his stomach go tight at that thought and then the boy whispered, "Is that really your mom?"

He was sure that the laugh he let out then wouldn't do anything to save him from being grounded, but it sure made him feel better. He held out his hand. "Yeah. You okay?"

The kid took his hand and let Ben pull him to his feet. He touched his own cheek like he just remembered the smack that started it all, but he didn't take his eyes off of Ben's mom for a second. Not even as he whispered, "Yeah." The look he gave Ben after that might have been grateful if it wasn't so miserable. "Are - are you going to get in trouble?"

Ben let out a little bark of a laugh that made his eye ache. He touched the skin around it and winced again. He didn't know how, but it hurt even worse now. He wished he had a mirror, because this was going to look great for class tomorrow. To him anyway. Just to him, if the glare he was getting now was any sign. At least his mom had let go of the fence. That was something. That was the only something. "Oh, yeah."

"I could…" the boy said as he swallowed hard. "You were just…"

"Yeah," Ben sighed. Then he gave the guy's shoulder a shove, "but it won't matter and there's no sense in both of us getting grounded."

The boy gave him one more look before he ran, but he shouted, "He didn't do anything wrong!" before he did. Ben saw His mom give the boy a look and her scowl softened just a tiny, tiny bit. Ben watched the boy go until he disappeared around the front of the school just in case. Between the crowd and the parents out there, he'd be safe.

Safer than Ben, anyway.

He touched the Watch and imagined all the ways the device could get him out of this, and then he walked to the fence. "Hi, mom. How was your day?"

"Oh, it's been wonderful," his mom said as she crossed her arms and she dragged out every bit of the last word. "I almost finished repainting the guest bedroom, I just needed some more paint to finish the trim and I thought that since I was going out anyway that I'd surprise my son with a ride home. I just thought it would be from school, not _jail_." She glared right at his eye with the last word and then she stomped her foot. "What were you thinking? If _anyone _else saw you could have been suspended!"

He lost his grin and kicked the dirt. Cipangu was so much cooler than any of this. If Mr. Belkins had just let him sleep for five more minutes… "They had him on the ground before I even got out here. What was I supposed to do?"

"Get a teacher?" his mom said as she threw her own hands up. "Talked to them?" Ben smirked a little and he shouldn't have, because his mom's glare got deeper. "Or you could actually _read_ the book I bought you about - "

"Mom..."

"- how to deal with bullies. It was written by a - "

"Mom!"

" - very respected doctor. I know you still have it. I saw it - "

"MOM!" Ben shouted as he spun away, with his hands in fists because that was better than using the Watch to get out of here. He wasn't ever going to read one of _those _books and she should know better than to even ask.

"What do you want me to tell you, Benjamin?!" his mom said, her voice just as heated as his as he heard her stomp her foot again. "That you can beat up anyone you want as long as you think it's a good idea?!"

"It's what heroes do," he muttered as he crossed his arms and touched the alien metal around his wrist.

"On TV," she said and she let out a little noise that cut right through him. "In real life it just makes you another bully."

He spun back around, horrified. "I am not!"

"I know you're not," she said as that lost look of hers started to fill her eyes again and she twisted the gold bracelet she wore around her left wrist, "but it's so easy to make up an excuse. You don't think that those two have an excuse?" she asked as she nodded in the direction that JT and Cash had disappeared down.

"They're jerks. That's their excuse."

His mom sniffed. "I'm sure that's it. I'm sure that it doesn't have anything at all to do with Cash's father running off three years ago or his mom just barely making ends meet, or JT sticking with his best friend."

"Cash was a jerk long before that," Ben muttered, but his eyes flickered away anyway.

His mom sighed again. "Fine. If you won't listen to me, then what would your Sensei say?"

Ben winced even before he touched the bruise he felt coming up on his forearm. He'd jumped the gun so bad with that block and he felt his right foot slip in the grass just a little when he caught his kick. He'd been lucky he didn't fall on his butt like he did in class. He would have gotten all three creases in Sensei's brow if the man had seen _any_ of that. "That my form needs more work."

It was one of the truest things he'd told his mom in months and it still just got him another shake of her head and it was his turn to sigh. He let his arms drop as he leaned his head all the way back. "'That fighting should always be the last resort. That you can take back words but not fists.'"

This time he let out the groan that he'd felt when Sensei said that. Sometimes you just had to Go Hero.

Not that his mom would understand _that. _If she could…

He brushed his fingers against the Watch and for just a second he imagined telling her everything. What the Watch did, that he'd saved the world like five times and a whole bunches of people so many more, but _Cash _had her freaking out. There wasn't any way….

He let his hand slip away from the watch with a sigh.

His mom gave him a little smile like she'd thought she'd made some kind of point as she touched the fence and looked it over. "Come on, let's find a gate or something so you can get… Ben…"

"What?" he asked as he scrambled up and over the fence. The thing was only six feet high. It was barely even a workout. He dropped down next to her and this time he gave her a look. "What else are fences for?"

"They're not supposed to be a dare," his mom murmured as she shook her head. Finally she leaned over and brushed her fingers over the bruise he could feel forming around his left eye. "I'm not even going to ask how many times you've done that."

He winced even before she touched him and slapped her hand away. "Lots of… I mean, just once. I mean, done what?" he asked as he gave her his best puppy dog look.

"Smooth, Ben," his mom almost laughed as she squeezed his shoulder. "At least I never have to worry about you lying to me."

"Yeah," Ben muttered and he winced because those words stung more than his eye ever did

Not that his mom noticed. She grabbed his right hand and held it up so she could see it and the look she got… "Ben…"

"It doesn't even hurt!" He lied just to make her feel better as he yanked his hand back.

Not that it worked. She just got that worried look back. "Come on. Let's get something cold on that shiner and your hand before they get too bad." He let her lead him to their minivan and tried not to notice it as her smile faded and the worry settled in around her eyes. He knew her, he knew she was running through the whole thing in her head and he knew he'd find her sitting with one of those _books _in her lap again tonight.

Or worse, she'd go and buy a new one. Either way, the next few days would be _fun. _

Not that complaining would help. The last time he'd done that she'd found one that said he couldn't call her mom anymore and she just got over _that. _So he stayed quiet as he settled into the passenger seat. Mostly quiet. "You left a good five feet of rubber behind you when you stopped, Mom. I bet you can do twice that if you peeled out."

His mom went red again as she ducked her head and he knew he'd just said the wrong thing. Dad would have at least laughed, he should have known his mom wouldn't. Girls. "I shouldn't have done that, and neither should you when you can drive, but when I saw Cash throw that punch…" something fierce filled her eyes as she glared over at the library again. "If I hadn't been coming to get you…"

"I could have handled it," Ben said as he leaned his head back because it looked cool and it made his eye feel a little better. He saw his mom give him another look from the corner of his bad eye and blurted out, "but thanks."

His mom let out a noise that sounded like she was getting strangled before she shouted, "That's not what I - ! Fighting isn't good!"

"Well, it saved me from walking, so it's not _all_ bad," Ben said because he just couldn't resist and he could have cheered when he heard his mom let out a little giggle at that. He grinned back and his eye didn't wait to tell him how bad of an idea _that _was. "Ice sounds good," he moaned as he covered his eye again. "I bet Grandpa - " he started to say, and then he bolted forward in his seat. "You weren't… I was going to Grandpa's after school! He needed help -" he said and he reached for the door handle.

"He's not there, Ben. He got a lead on some part or other for the Rust Bucket. You know how he is now that summer is coming up. He was going to call you, but he didn't want to while you were in class."

"He could have texted…" Ben said, and he didn't even have to open his eyes to see the look his mom gave him at that. Grandpa could run a nuclear reactor and pilot anything with wings, but give him a real telephone…

"It wouldn't have mattered if he did. You wouldn't have answered anyway."

"I was going to! I was just busy right then!" he said as he sat up so he could give his mom the glare she deserved.

She wasn't even looking at him to see it, but he could see _her _grin as she turned on the engine. "That's fine, Ben. Ignore your poor mother who just wants to spend some time with you…"

"Mom…"

"And who drove all this way just to pick you up after school…"

"Mom!" Ben shouted. It was almost a relief when she started the engine.

And then the radio turned on. He could have lived with it if she'd been listening to one of the lame fossils that she listened to, but she wasn't. She was listening to one of those horrible stations that didn't do anything but talk. His hand shot out for the radio, but the British guy they always had on still managed to say, " - _have ignored last week's resolution. In response the United States government and the Russian Federation have issued a rare joint statement calling for - " _before he could turn the radio off.

"Why do you listen to that junk?"

"It's our world, Ben," his mom said and she was only a little distracted as she did a u-turn and started the drive home. "We have to know what's going on. It's not all cartoons and video games."

Holding that laugh in almost killed him and he couldn't resist touching the Watch. "Only the best bits."

Her heard her _hum_ something to herself before she gave him another look. "You _should _be more involved. There's going to be peace rallies this weekend around the world so that maybe we can make the government think twice about all of this. Your father and I are already planning to go to the one here in town and I think you're old enough now to - "

"Ughh…."

"I can't believe that your teachers aren't talking about this," she said to herself. "We have to do _something _before - "

"They are talking about it!" Ben said back as his mom drove. "That's all anyone does." That's why he fell asleep. People didn't need words. They needed heroes.

They needed him. He looked down at his Watch and he knew…

If Grandpa hadn't gone pale when he'd made the mistake of saying that to him while they were working on the Rust Bucket together over the weekend, and if the Dweeb hadn't given him a look before she went and got a globe when she was helping him with his science homework and showed him just how far away the Balkans were...

Not even XLR8 could get there. Not before the watch timed out. He couldn't do it, but Ben 10,000 could have. That thought made him spend a day twisting the dial back and forth as he tried to find that Master Control again, but he didn't have any more luck this time than he did the dozen times before. So he was stuck in Bellwood and in class while people…

"You can't punch _everyone, _Ben," his mom said and it was the heat in her voice that broke his train of thought more than the words.

He sunk into his seat and crossed his arms tight around his body. "You do if you want to fix anything."

He saw his mom's hand _move_ in a blur from the corner of his bad eye and he flinched before he realized that she was reaching for the visor over his head and not him. She flipped it down and her voice sounded so close to breaking as she said, "Take a good look and tell me what you fixed today."

He only hissed a little when he finally saw his eye in the mirror, but it didn't keep him from leaning closer so he could get a better look. The skin around his eye was already red and puffy and just looking at it made it hurt worse. No wonder his mom freaked when she saw it. He poked at the dark red skin under his eye just to see if it felt as puffy as it looked. He was blinking away tears a second later and he didn't care at all.

It was going to look so cool in a few days. So much cooler than the bruise he felt forming on his forearm. That was barely worth a glance. He didn't even think it would have hurt if he'd turned his arm just a little bit more before he blocked Cash's punch.

Heck, it probably hurt Cash more. Ben hoped it did anyway.

And then he finally looked at the knuckles on his right hand just so he could see what his mom had been going on about. The punch had been perfect, but they were still scraped and swollen and the one over his index finger looked so close to splitting that he was amazed it wasn't bleeding already. .

But they looked way better than Cash's nose.

Somehow he didn't think his dweeb would care about that, but he could worry about that tomorrow. For right now, he just closed his hand into a fist again and stared at it.

His _human_ fist.

He'd done it. He shouldn't feel this proud about it. He knew that. It was just Cash. It wasn't like he'd beaten Vilgax or Kevin again. He'd just beaten up Cash and…

And Cash looked scared when he got back up. For just a second, but still. And he'd run away.

Ben made Cash run. And he'd done it as him, not as Fourarms or XLR8. Just him. Just Ben. He looked at his fist and he couldn't help the smirk. He didn't even try. It was all he could do to not to shout, "Who's the shrimp _now?_" But he thought it really, really loud as he settled back in his seat.

He was going to be in so much trouble tomorrow, but for right now…

"It's just some bruises and I stopped Cash from hurting that other kid more," Ben said with a grin. What's a bruise or two to a hero anyway?

"You just don't get it, Ben," his mom said a beat later with a shake of her head. She should have sounded mad, but she didn't. He could have laughed if she'd been mad. Instead she just looked…

She looked like she was about to cry and it so wasn't fair. "Get what?" he asked as she made the turn for their street.

"That fighting doesn't fix anything," she said and she sounded so defeated as she said it. "That you have to be willing to talk if you w - what is _she_ doing here?!"

Ben sat straight up the second he heard his mom spit out those last four words. He was up even before she stood on the brakes again and stopped them right there in the middle of their road. There was only one person in the whole world who annoyed his mom that much.

And if Aunt Natalie was here, then so was…

"Oh, come on!" Ben groaned as he hid his eye behind his hand. How did she do this?! He knew she was a witch, but…

But Gwen was going to get _that _look in her eyes again. He _knew _she would the second she saw his face and he _so _didn't want to hear the lecture he knew was coming. Not today. He could deal tomorrow. He just wanted one day so he could get his strut on.

But as much as he didn't want to hear about it from his Dweeb…

"Your face…" his mom whispered as she stared at him like his face was her math test and all she saw was red ink.

He _knew _that look. He knew it way too well, and that's what made his stomach drop. "Mom," he muttered. He tried as hard as he could, but he couldn't hide the guilt that he felt welling up inside of him. And if he couldn't hide it, then he'd have to fix it.

It's what Grandpa and Sensei always said, and it's what a hero _did. _

So Ben's mind raced. He had to do something to fix this. He just had to. If his mom wasn't here, it would be easy to go hero and run off, but she was and he couldn't so…

Well, it wasn't like he had to run _far. _He grabbed the door handle. "I can - I can disappear."

For a second his mom's eyes lit up, but she looked at his and shook her head. "We _have _to get something on your eye, Ben. Natalie's a - " she bit off the word she was going to use even though Ben would have given anything to hear his mom slip up and curse just once, " - she means well, but I can take it. You're more - "

"But," his mind raced as he looked around for anything that would save them and when he saw it he could have kicked himself it was so obvious. "But Gwen has Gymnastics at four and you know Aunt Natalie!"

This time his mom's eyes lit up and stayed that way. "And it's a fifteen minute drive at this time of the day at least. She can only stay for about…"

"I'll survive for twenty minutes," Ben said with a grin as he opened the door and dropped out. Then he stopped for a second and added, "but if you could write me a note saying why I couldn't do my science homework…?" That got him a look, the one he expected and he didn't mind. It was worth a try. "Good luck, mom! And remember that fighting doesn't solve anything!" He said as he closed the door behind him.

He didn't even wait for her to drive off before he darted for the closest tree and then the next. He crossed three lawns that way until he made the last wild dash for the tree closest to his driveway. He was sure that Mr. Baumann wouldn't mind.

This time anyway.

He didn't want his aunt to see him, but there wasn't any way he'd let her tear into his mom either. His mom didn't deserve that and neither did his dweeb. He'd find _something _to distract her if he had to.

He couldn't believe his luck when he made it and no one came charging out of the minivan in his driveway. He was sure that the dweeb would have seen him even if his aunt didn't. Seen him or his mom… who was still parked right where he left her as she just stared at the van and then at him. One glare later she started moving, and a second later she pulled into the far side of the driveway. There was another long minute before he finally saw her minivan shift and he knew that she'd gotten out.

His mom didn't set any land speed records before he saw her walk around the front of their minivan. She shot him a worried look as she did before she looked at Gwen's minivan and -

And she stopped dead in her tracks. Even from twenty feet away he heard her say, "Natalie?" before she darted for the driver's side door.

Ben's eye didn't matter after that. His hand was on the watch as he ran closer. Close enough to see his aunt wasn't even sitting up. She had her head against the steering wheel with her dark red hair draped down so he couldn't see her face and he couldn't even tell if she was….

Ben's heart was in his throat as his eyes darted around for anything that looked even a little out of place, but there wasn't anything. Not in the sky or in anyone's lawn. Their neighbors across the street had even put away their garbage cans for once, which was so not normal but he couldn't picture any of the bad guys caring that much. The only thing that was wrong, the only thing missing was…

Gwen wasn't here. Not unless she was hiding somewhere in the van or she'd gotten -

"Not funny, Dweeb!" he whisper-shouted as he turned around, but the only thing behind him was more trees. He jumped and spun around again when he heard his mom knock on the window, but he didn't jump anywhere near as high as his aunt.

The whole van rocked as she sat up and Ben ducked under the window as he saw her head dart around. Then he heard the electric whine as her window went down and just made out, "Sandra? What are you…?" Ben heard his aunt's voice do plenty of things before. He'd heard her sigh and yell and complain. He'd even heard her laugh once or twice even though she looked like she regretted it a second later.

But he'd never heard her like this. He'd never heard her sound _lost. _

He never heard his mom sound as worried as she did right now either. "Nata…. Lili? Is everything okay?"

"Of course it is!" His aunt said and she almost sounded normal as she snapped the words out. Almost, and then the lost came back. "I was just at the doctor's and I... I…"

Ben gave the world one more look before he let go of the watch and darted from the last tree to the passenger side of the minivan. He crouched down low as he reached for the phone in his pocket. He didn't have any idea what was going on, but that wasn't his job. That was thinking work, and that was all - "That _can't _be the time! Gwen has gymnastics! She's going to - !"

"She can miss one class, Lili," his mom said in the same tone of voice that she used to use on him when he was sick and he _hated _it so much because it always made him feel like he was two, but - but it always made him feel better, too, which was the worst part. "I don't think you should be… Why don't you come in for some tea?"

"I… but Gwen. She'll be waiting… You _know_ how she gets."

"_Someone _can call her. You don't have to worry about that," his mom said, her voice raising just a little in case Ben had gone deaf in the last five seconds and he knew something was wrong just because his aunt didn't pick up on it at all.

"I… I… okay," Lili finally said, and she sounded so small as she said it. Ben felt the minivan move against his back as she got out and he eased himself up so keep an eye on both women through the windows. His aunt always dressed like she was going to some fancy job and today wasn't any different. Who else would wear a skirt and blouse just to go to the doctor? But even her clothes were wrong. They were all wrinkled and so not like her. "Do you still have…?" she started to ask as they walked up the path to the front door and she turned just enough that…

That if it was anyone else, he'd think that she'd been crying just from the way her makeup was running down her cheeks, but his aunt never…

His aunt didn't cry any more than his dweeb did. He flipped his phone open and he came this close to tapping the call button three times, but he didn't want to start a panic, so his finger went to the 1 instead. He hovered over the button as he waited for them to go inside, but he was ready to jam his finger down if he had to.

"I still have some of the tea you like," his mom said and she didn't get angry at all as she said it, which was a surprise, but not the biggest one. That was when his mom put her arm around his aunt's shoulders and his aunt let her. "Come on, Lili, let's sit you down and I'll get a pot started. I can even call Frank for you if you want while we wait."

"I…" his aunt started and then she let out a giggle and somehow hearing the woman _giggle _was even freakier than seeing the proof that she _cried. _She didn't even try to hide it behind her hands, and when she looked over at his mom he could see the smile still on her face, but it looked like the smile that bad guys got after he'd punched them in the face a _little_ too hard. "I _suppose _someone should tell him."

Ben didn't have a clue what that meant and his finger jammed down on his phone the second the door closed behind them. He shoved it against his ear a second later and Gwen still answered first. He wasn't even sure if the phone _rang _before she did. "_Mom? Is that you? Where are - ?" _The Dweeb's words came out in a rush that he never would have understood if it was anyone else. A rush at the top of her voice.

"It's me. Your mom's here and - " Ben said as he fought down the urge to yell back as he stood back up. He wanted to hurry after them, to keep an eye on them before he heard her gasp and he realized that he'd said the exact wrong thing. "Your mom's at my house talking to my mom! Not Hero Time!" he said, the words tripping over each other. "I don't think."

"_Why?!_" Gwen asked and he could hear her fighting down the urge to freak out more. "_Why would she be talking to your mom?! She was supposed to go to the doctor! I was just about to call them because her appointment was an hour ago and she… she's never...!" _he could hear her voice breaking with worry.

"She did!" Ben said back as he tried to fight down the urge to really Go Hero and stay calm. "I think she did? She said she did, but she - " he caught himself before he finished that sentence. He was sure that saying _she's almost as freaked out as you are_ wouldn't go over well. His mind raced as he wished she was here, the calm her that could think. It wasn't fair to make him do the thinking and she _knew _it! "What did she… what's wrong?"

"_I… nothing. She went a couple of days ago because she had the stomach flu, but besides that…" _He heard her take deep, gasping breaths, "_Her doctor wanted to run some tests before they gave her anything and… And they were just going to give her the results today and give her some medicine. She said it would be quick…"_

"Maybe she got sick again," Ben offered as he listened for screaming and pressed his head against the window. The inside was so much neater than his that it almost made him sick. There wasn't any old candy wrappers in the back, or soccer balls, or even dirt on the carpet. They only thing even a little bit out of place was his aunt's purse and…

And one of those folders that the doctor gave his mom every time she made him go, one that was way thicker than any of the ones he'd gotten.

"_I don't… maybe. She locked herself in her room for an hour last night after she…" _Gwen babbled as he tried the passenger door and it didn't move.

"Hold on, there's a folder," he said as around to the driver's side door. He heard her take another breath as he pulled the door open and scrambled inside. He'd seen something sticking out of the top of the folder when he saw it, but now that he wasn't squinting through the tint or trying to read it upside he could see that it was a pamphlet. Just enough of the top corner was sticking out and he could read the words - **What to Ex - **at the top before the rest disappeared under the cover. He was just about to scoop the whole folder up when he heard his mom let out a wordless shriek.

She screamed so loud that he could hear her even through the closed door and the folder didn't matter anymore. He couldn't believe… "Never mind. She's _fine," _he spat out as he shoved himself out of the minivan. His feet hit the ground hard and he didn't even care.

"_What? How do you - ?"_

"They're fighting. _Again_," Ben spat out as he slammed the door hard behind him. He wanted to open it up and slam it again, but he didn't. He just glared at the front door and he couldn't believe…

"_What? Ben? What are they - ? Ben? Doofus, I know what you're thinking! Don't you dare -!" _he heard Gwen shout from the phone as he closed it with a click that wasn't anywhere near as satisfying as slamming it would have been. He shoved it in his pocket and reached for the watch.

The world always looked better after it flashed green.

He gave his home one last look as he ground XLR8's fangs together before he turned and let the whole street blur away behind him. He was so tired of them and their stupid fights. He just wanted…

People needed a hero. Not just the people on the news, but…

He all but flew down his street and the next one and the next until Gwen's house was right there. He spent half a second thinking about how jealous his mom would be when he saw all the yellow roses that were already blooming in the flower beds before he kicked that thought off of a bridge. Like they needed an excuse to yell at each other. He wasn't here for them or some stupid flowers, anyway. He wasn't here for the fences either. Not the little white washed one across the front yard that he could have jumped over or the one that was as tall as Grandpa that started about halfway down both sides of the house and closed off the back yard even though they should have both been so easy.

Should.

Ben had learned his lesson last summer when XLR8 just went right through a fence instead of up and over like he planned. The mess he made was _awesome _and it only hurt a little, but he knew that if he did it here he'd _never _hear the end of it, so he did things the boring way. He had started to slow down a mile away and he still had enough momentum to carry him up the wall next to the garage door and across the roof to her room, and the wheel-like things barely made a noise as he twisted and stopped at her bedroom window.

At her _empty _bedroom with its _locked _window.

"Come on!" Ben sighed as he threw his head back. A quick run showed that the rest of the rooms up there were just as empty, he just wished he could give them more than a quick glance. He might have if she didn't have the nosiest neighbors in _town. _"I am _not _running Mrs. Jones to the hospital just because..." he started, his words moving as fast as the rest of him as he remembered how the woman came and complained because the dweeb's birthday party was too loud last year. The _dweeb's. _If that set the old lady off then a dinosaur on the roof would just about kill her. That was the only thing that made him jump down into her back yard, and the only thing that kept him from going right for the back door and shaking the handle until the lock had enough was the flash of red that he saw through the kitchen window as he raced by and back.

The same red hair he saw every day for three months and he could spot _anywhere _now. Not that the sunshine yellow walls or the black refrigerator made it any kind of challenge as she paced in front of both with the cellphone still against her ear. The walls and glass didn't do anything to cut down the thunder in her voice either as she all but shrieked into the cellphone still at her ear, "-hang up on me!"

She shrieked just like she did so many times last summer when she looked over and saw one of his alien faces in the window without any warning…

Ben couldn't help the grin that spread under XLR8's helmet, or the claw that reached up to tap on the glass as he remembered, but the both froze when the dweeb finally stopped yelling into her phone and pressed her left hand against her eyes like she was…

She _couldn't _be. Gwen didn't…

His dweeb didn't _cry. _

His claw found the glass a second later, but he hit the glass so often that it sounded more like a woodpecker than the quick tap that he was going to do just to make her look even as his feet pawed at the ground. She spun around at the noise and dropped her hands and for just a second his heart stopped because he was sure…

But then she grinned at him before it melted into a scowl as she ran for the back door as fast as she could. It still felt like forever before she got there and it was all Ben could do to not just go _through _the door so he could…

He didn't know, but just standing there was _torture. _

At least it gave him time to make sure that… the dweeb's eyes _looked _dry and there was nothing wrong with her glare as she slowly reached out for the door knob. There wasn't anything wrong with his grin either as he finally noticed what she was wearing.

"How did you know?!" Ben hissed the question out from between XLR8's fangs as he pointed at what she was wearing. Not the unzipped blue hoodie she had on, but the dark purple costume under it that he would know _anywhere _after all the nights he'd seen her wearing it. She even had the bright purple ribbon tied around her waist already. All she was missing were her mask and gloves.

"Know what?" Gwen asked as she looked down in surprise. As she looked way _too_ surprised.

"That you didn't have to go to class! That we could - " he started and he was so excited that his tail shook. Then he saw her blank expression and his eyes got bigger, big enough that the sunlight hurt as he figured it out, " - Your Lucky Girl costume is just what you wear to _gymnastics_?"

"Duh! What did you think it was?" the queen of the dweebs asked, her jaw set as she glared at him.

"But… Mom has pictures of when you win awards! You don't wear - !" he shouted as he waved his hands at her. She wore something like her bathing suit in all those pictures, only it was all bright blues and reds and covered in enough sequins that it looked like she was wearing stars.

"That's what I have to wear for _meets_," Gwen sniffed as if it was as _obvious _as she shoved her hands on her hips and her eyes went to the sky_. _Then she waved a hand over the body suit that she had on under her jacket, the one that was a purple so dark that it almost looked black. It blended in with the night when they were out kicking bad guy butt and covered everything down to her wrists and ankles like it was made for the heroing, not for - "This is my practice unitard."

Her _practice - ?_

_That's _how she got her costume?! "That's not how Kangaroo Kommando does it!" Ben grumbled the words that he wanted to scream out as he tried to imagine his hero just ironing his symbol onto his old commando uniform and - and was that what he did? The show never really got into the backstory and the comics had been rebooted so many times that -

"Ben!" And his whole train of thought hit the brick wall of Gwen's glare and died. Then she took it out back and shot it as she growled out, "They're really…?"

For just a second, Ben almost sagged because _he _wasn't the one in trouble this time, but only for a second.

"It's _them_ and fighting is _wrong_ unless they're the ones…" he hissed out through alien teeth and he could feel the rant right there, enough of a rant to send him storming around the room until there was a windstorm and he was _sure _that she was right there with him. He _knew _all the little tells she had for when she was really mad, he'd learned them a long time ago so he'd know when to run and she had them all now. Her jaw was set and her face was just turning red as her eyes burned, but she still had her arms around her middle and…

And her hands were shaking even though she had them wrapped around herself. He wanted to rant and rave and he wanted her to do it with him just to see what they could come up with because their moms were _crazy. _

But his was just annoying. She didn't… Gwen's mom was way crazier today. She got dibs. For now, anyway. Dibs he was so going to call in if his mom had one of _those _books in her lap when he got home.

One day he was going to figure out how he had an alien watch on his wrist and she could do magic, but their _parents_ were still the weirdest things in their lives. That and when they'd stolen that crown from the Dweeb after all the years she'd held on to it.

And she was working on getting it back, too. "She… she didn't say anything?" Gwen asked as she got that pinched look between her eyes that she always got when she started _thinking _and her words started to mush together as her mouth tried to catch up. "She was… she just wasn't feeling good and she wanted to get some medicine! She… she didn't say _why _she went to see your mom, or why she… she_knows_thatIhavegymnastics and - !"

"She said it was okay if you missed _one _day," Ben said, just to make her _slow down _and because it was always funny when he surprised her. She always got the best wide-eyed look on her face, and she _so _didn't disappoint today.

"She - she did?" Gwen asked and she covered her mouth as she said the words like they were dirty.

"That's what she said," Ben added with a nod and a sharp-toothed grin as he waited for her to cheer. If she did… if she did then maybe he wouldn't have to tell her that she only _almost _said it. That her mom only kind of agreed with his when _she _said it, or that Aunt Natalie looked even more freaked out when she said it as Gwen looked when she heard about it.

She didn't cheer. Of course she didn't. She was _Gwen. _"But… but… the coach is… and I have to practice and - and you can give me a ride!" Those words all tumbled out of her and he gave them the eye roll that they deserved even as he fought down the urge to grab her up in a hug. At least _she _was acting normal. A normal doofus, but still…

"I _could…" _Ben said as he winced. He didn't… his foot clawed at the carpet as he glanced out the window again because it was better than looking at any of the pictures that were hanging in here where the dweeb and his aunt were both glaring at him. That was what made him ask. "Is it close?"

"It's about twenty minu - " Gwen started to say when her face fell as she realized…

He could get her there, but she'd never be able to explain _how. _

"I _could _still take you. I know how much you _need _those smiley face stickers, you _nerd. _We'd come up with _something... " _Ben started and he waited for her to roll her eyes which was always Gwen for _duh. _He waited and waited and when she didn't his tail started to shake again as he leaned in and hissed, "_Or…" _

For just a second he thought that would knock her back to normal and start in on him about how _important _her stuff was. For just a second he almost thought he read her wrong, and then she gave him a grin so big that he zipped over and had her in his arms before she could even _think _about changing her mind.

Not that Gwen looked like she _would. _Not after she wrapped her arms around his neck. Not when her eyes lit up at the very thought. He only stopped for a second, just long enough to give her bare face a look as he asked, "What about…"

She shot a look upstairs to where she had her Lucky Girl mask hidden before she made a noise and just zipped up her jacket and pulled the hoodie over her bright red hair. It didn't make her look any different at all to him, but _he _wasn't about to say anything. Not after she growled, "Let's find someone who needs to get punched."

He barked a laugh into his face plate and they were off.

\- o - o - o - o - o -

They crossed town a dozen times, two dozen, and they never found anyone.

Man, Ben _hated _this town. Literally anywhere else they would have tripped over someone or something that was either trying to conquer or _eat _the world at least, but in Bellwood? They couldn't even find a _mugger_. He wanted to scream in frustration after the first circuit, but he'd…

Gwen didn't say a word as he carried her, she barely even moved in his arms and she kept her face pressed against XLR8's chest the whole time so he couldn't see her face. He was already on his way back when he heard the watch let out it's first warning beep, and he set her down at the last second as the world flashed red.

Her eyes went wide when she saw where. "The park?" she asked and she somehow managed to mix surprise and anger in those two words as she looked around at their spot. They must have just cut the grass because he could smell it in the air, and the trees were just starting to bloom over their heads.

He took it all in with a shrug. "It's better than going home."

"I - " Gwen started to say and he swore that he saw her lips with up, and then she exploded. "I can't believe she did that! What is _wrong _with them?! Didn't she even care that I was - " she shouted it all, her arms flying as she stomped around and he didn't say a word as long as she didn't start glowing again. There were some fights that even he was smart enough to stay out of. "When she didn't pick me up at school I just thought that the doctor was running late, but when she didn't come home and she wouldn't answer her phone either…

"She's been getting sick more and more for _weeks _now and I've been trying to get her to go to the doctor and she _wouldn't listen! _I don't think she would have gone this week if she hadn't gotten so sick when she was making dinner on Monday! She didn't even make it to the bathroom and… Not that she would let me do anything to help, not even when things started to burn on the stove. She wouldn't even let me call daddy. I was so mad at her and then you called and I… I thought…" she whispered the last few words as she hid her face behind her hands.

"Yeah," he said as he shifted his feet as he tried to figure out what he should do and the only thing he could think of was to tell the truth. "She was freaking me out."

She shook her head and he'd been worried that she was crying, too, when she dropped her hands, but if she was then she was a lot better at hiding it than her mom was. "I'm not... She was freaking me out, too. I'm not mad at _you. _At least _you _called. At least _you_ were - " she started to say as she spun around and met his eyes for the first time and her voice died as she slapped her hands over her mouth.

He figured out why a second too late. He shoved his hand over his eye anyway. An alien watch fell from outer space and landed at his feet. If he could get that lucky once, then maybe… "You weren't really about to say I was being _responsible, _were you?" The words rushed out of him and he made a show of gagging at the end of them just in case his luck needed a hand or a kick in the butt. "Take it back!"

Not that it helped. Of course luck would take _her_ side. "What happened to your eye?" she asked into her hands. Her eyes went wide with worry, and then they narrowed. "You promised!" The hands over her mouth dulled her yell, but not the hurt in her eyes.

"I didn't go hero!" he shouted because it was true. Mostly. He didn't use the watch anyway. Not that she would see it that way. His mind raced as he backed away from her. "I was just… practicing my kicks after class last night and I slipped. It's nothing."

"It's not…" Gwen said as she let her hands drop from her mouth as she moved in closer and started to reach up. "Does it hurt?"

And he didn't need two eyes to nail her with a look after all. "No, it feels _great_."

She rolled her eyes at that as she worried at her hands. "Can I…?"

"You wanna poke at this one, too?" He said as he stared at her with his one good eye. What was _with _her? He swore, every time he got a bruise...

"I don't wanna - !" She started to say before she realized just how obvious a lie it was. Then she chewed at her lip for a second before she said. "I might be able to help."

"How?" He asked, not believing a word of it.

"Just let me _see,_ Doofus!" she said with another stomp of her foot and if he knew that if he told her just how close she was to whining she'd hit him.

So he dropped his hand and grinned when she gasped. "I know, right? It's going to look so cool tomorrow."

"Such a doofus," she said with a shake of her head and he would have grinned if that didn't make his eye hurt. They were going to eat this up at school tomorrow, he knew it just from how wide the dweeb's eyes were getting. He felt his chest puff up and for just a second… if she was acting like this because he slipped, maybe he _should _tell her the truth…

And then she nodded. "I think… I think I can help. A little anyway."

"How?" He asked again.

"How do you think?" She asked before she closed her eyes. He watched her lips move, but she didn't make a sound. He figured out what she was doing a second before a soft pink light burst to life in the air around her right hand.

He always tried to sound so bored when she did this stuff, but he couldn't keep the excitement from his voice when she opened her eyes. "You're going to witch it away?" Who cared about bragging rights when his video games were finally coming to life?

"Kinda," she said with something that was almost like a grin. "Hold still," she said as she leaned in close and pressed her palm over his eye.

He couldn't help flinching. It _hurt _when his mom touched the bruise forming around his eye and he knew her, Gwen didn't do gentle. Not with him, anyway, And he didn't trust the glow around her hand. Like, at all. So he waited for her to poke and the magic to burn and…

And it didn't happen. She didn't even try to touch the bruise, she just cupped her hand over his eye and he winced, but there wasn't anything zapping against his skin or anything. There was just the cool skin of her palm and the heat of the magic and he didn't know how much it hurt until the pain started to fade a little. He didn't know how bad it hurt until the pain started fading away. He didn't know was going to sigh until he heard it either, and he saw her raise an eyebrow when he did. "What? It tickles," he lied.

And she didn't say a word. She just grinned and the magic felt a little bit warmer. He tried to look bored, but… but if the light show was this good, he couldn't wait for her to let out the freaky words.

Except she didn't. She just stayed quiet as she stood there. He waited as long as he could, like a whole five seconds, before he blurted out, "Where's the main show? Get to the witchy bits already!"

"Hush. Who's the sorceress here?" The Dweeb asked as she tilted her head back and put her left hand on her hip. She looked so proud, but she still didn't say anything even a little magicky and he only needed one eye to see her bite her lip.

Ben barely had a chance to wonder why before he figured it out. "You don't know any healing spells?!" He crowed in surprise.

"I do, too!" Gwen answered with a stomp of her foot, like that would distract him from her blush. He kept staring until she got her deer in the headlights look and dropped her eyes. "Fine, I don't… there's a few spells and a couple of potions in the back, but all the ingredients are super rare and I don't trust them, but - but this works, too! Shut up, it does! I don't know how, but it does! Paper cuts heal up super quick after I've been casting - that's how I noticed - and so do bruises and stuff. I've been using it for weeks now! It won't fix everything, but it's way better than ice and a hot pad! See!" She shouted as she yanked her hand back from his face.

And… and his eye felt better. It still ached, but it… "Ow!" Nope. No buts.

"It's still hurt, dummy," Gwen said with a shake of her head. Then she leaned in close and reached up to poke at it herself. "But it doesn't look as swollen. It'll probably be super tender for the next few days, but…'

"But what?" Ben asked after she dragged out the last word and her eyes narrowed into a glare. "Fiiiinnnnneeee. It feels better. Thank you."

"Don't doubt the sorceress," the dweeb said as the magic faded from around her hand, but her face glowed with a grin. Then she cocked her head, "So, what did you break and how much trouble are you in?"

He almost choked. "What?" How did she do this?

"You said you slipped when you were practicing..."

"Oh… The end table by the couch. And I didn't break it! I was just practicing my side kick and my foot slipped and my head bounced right off," Ben lied as easily as anything and he saw her sigh. He almost thought he got away with it, and then she smacked his chest. "Ow! What was that for!?"

She lifted her chin. "I told you that balance is more important to the kicks than power and you didn't listen! What good kicking through a wall if you end up on your butt right after!"

He smacked her arm right back as he bit out, "Like you know!"

And the look she gave him at that…

The look disappeared for a second as she yanked her hoodie off and let the sweatshirt drop to the ground next to her. Then the look was back and he knew he was in trouble as she dropped into first kata and he scrambled to catch up with her. She barely waited for him to get ready before she threw the first punch.

And he knocked it aside. He did it! He couldn't believe it, but he did it! He almost started to grin…

And then she launched a side kick at him that made the one he tried to give JT look like he was going in slow motion. He heard the toe of her sneaker cut through the air right next to his ear before he could do anything to block it, but she didn't stop there. She didn't just pull her leg back, she kicked it up and the kick turned into a backflip that ended with her standing on her hands. And she stayed there and glared up at him. "You're right, Ben! What do I know about karate!?" she asked in a honey sweet tone that didn't do anything to mask how she really felt. "Or balance?"

His face burned as glared at down at her. "Show off." Like he didn't know that she was better than him already.

"Who, me?" Gwen grinned as she stood there on her hands and he almost asked if the grass tickled. Then, just to rub it in, she lifted her left hand off of the ground, too. He saw her right arm shake just a little, but the rest of her barely even shifted as held her whole body up on one hand. He glared at her and then he had enough. He spun around and was so ready to leave her there when she called out, "It's just practice, Ben. You can't… I shouldn't have gotten mad either, but it's just practice! I got plenty of bruises learning how and I can help you if you'd let me."

And she sounded so sincere that he froze. "I know…" he said and he hated himself for saying it even as he touched his eye again. She wouldn't have fallen for the sucker punch. If Cash had tried that on _her…_

If Cash…

He imagined Cash _touching _her and the world went red. He heard a growl and he almost looked around for the loose dog before he realized it was coming from him.

"Fine. Be that way," Gwen grumbled and Ben knew that she'd heard it, too, and that she thought...

"It's not you!" he said in a rush as he spun around and held his hands up. "For once," he added with a grin as he tried to think. He waved his hands around as he tried to find the words. "It's just…" he said as he looked down at her. Her face was red and he would have thought it was from the blood rush if she wasn't scowling, too, and making a point not to look at him. He knew that look, it was her _Ben Who? _Look. If she'd had a book or her laptop she would have disappeared into it and pretended he didn't exist for an hour or two or until he did something to remind her that he was right there.

She didn't have a book now, but that didn't stop her. She rolled out of the handstand and away from him, but that wasn't good enough. No, not for the _Dweeb_. She started dancing around in the clearing around him with her eyes closed. It _had _to be something she learned in gymnastics or dance because Sensei would have glared a hole right through her if she even _thought _about doing the exaggerated kicks and spins that she was doing now in the dojo. Ben was no Sensei, but he still gave her his best as he followed her every move, as he watched the sash tied around her waist dance through the air with her.

And she didn't look at him at _all _as she did it.

He _hated it _when she acted like this. He hated it even more than when she was just doing it to show him up.

Which she so was right now. _On purpose. _He watched her balance on the ball of her right foot with her arms spread wide and arch her back as she stretched her left leg straight up into the air behind her until it looked like she was trying to kick the back of her own head. She held the split for so long that he winced, then she scissor kicked her legs closed like it was nothing before she threw her arms wide and spun away, the sash trailing after her like a tail.

And she still didn't look at him, still didn't open her eyes as she danced to whatever dweeb song she heard in her head.

He touched the Watch and he knew that there were aliens in there that would have made her look as clumsy as he felt right now, but - but that was the aliens and not him. He didn't know what the difference was sometimes, but he knew that she never looked at any of _them _like he was looking at her. They amazed her, but she was never impressed by what they could do and he…

He wanted…

He'd never be as good at school as her and she could _have _gymnastics, but karate...

He could beat her in karate. Maybe. Sometimes, when he hurt so much that he didn't even want to _think _about moving, he'd imagine seeing her staring up at him from the mat and the look in her eyes…

Not angry, she wouldn't be if he beat her in a match. Shocked, so shocked. Shocked and maybe…

Just thinking about that look was enough to make him move again, to do another pushup or another Kata until he got it right. But if he wanted to see _that_ look in her eyes before he was ancient_, _then he'd need all the help he could get. "Maybe I could…" he tried, the words dying in his mouth as she did a somersault that ended in another one handed handstand and he couldn't help his glare or his grumble. "Now you're just showing off."

She didn't say a _word _she didn't leave it at that either. She kicked her legs and spun around on that hand like she was breakdancing and stopped so she was facing him, so he could see that she still had her eyes closed and that she wasn't paying _any _attention to him.

This time his growl was real and _all _for her. She _always _did this, all the way back to when showing off was her coloring inside the lines. He hated it so much that he…

That he sucked in a breath as he remembered just what he used to do to her when she smirked like that or when he got tired of her ignoring him. His eyes went to her sides as she switched the hand she was balancing on and her costume was tight enough that he could almost make out her ribs through the stretchy material and he knew…

She didn't have a chance.

He had to bite the inside of his cheek to keep from grinning as he slipped closer to her and dug deep so he still sounded mad as he grumbled, "It's easy enough to do stuff like that here where its quiet, Dweeb, but what happens when someone distracts you?"

For a second he thought that she was going to keep ignoring him, which suited him just fine. He moved closer to her as quietly as he could because if she had even a clue he'd never catch her. Close enough that he could reach out and -

And jump as Gwen sighed, but she kept her eyes closed as she said, "That's harder, but it's like Sensei says, you just have to stay focused - " as he slipped closer. He was just reaching out for her when she picked that moment to open her eyes. Eyes that went wide when she saw how close he was to grabbing her. "Don't you dare!" she screamed and dropped her legs as he lunged.

She was so quick, but he'd played a thousand video games and he _knew _just where to go as she tried to roll away and caught her just before she could get her legs back under her. In another second she would have popped back up on her feet and it would have all been over, but he had an arm around her stomach before that could happen. He heard her gasp in surprise when he did and that only made it sweeter as he wrestled her to the grass.

Even with the surprise she still almost slipped away three different times before he sat down on her hips and caught her hands in his. It took all his strength to push them down to the grass over her head.

All of that, and it was still just a matter of time before she got loose. He knew it, She proved it a month ago when they'd been learning ground grapples and she'd gotten out of a pin that was a lot like this one. Not that it stopped Mary from bragging about how she managed to pin Gwen _at all_.

That girl bragged about those ten seconds like they made her Ali and Ben already had his Dweeb down for longer. Eat it, Mary! "Say uncle!" Ben demanded as he grinned down.

"Never!" Gwen blew some loose strands of hair away from her eyes as she glared back up and pulled at his hands. He could see her planning something and he knew that it would hurt if he let her do it. The only thing that was holding her back was - "I don't care about your eye, Doofus! Or if you go Hero! If you don't get off of me in the next five seconds then I'm still going to kick your - "

"Fine! I'm just playing," Ben said with a fake huff as he sat back on his heels and let go of her hands. He dragged his fingers through the grass on either side of her body as he pulled his hands back.

If she figured it out...

She didn't. He could tell just by the way she smirked up at him as she said, "Thank you!" Those two words dripped with sarcasm and he didn't care. Not now that his hands were right by her sides. "Now, if you could just get your big butt off of - " Her smirk died the second she felt his fingertips brush against her sides. Whatever her costume was made out of felt cool under his fingers and too thin too give her any protection at all as he tickled her. "Ben! NO!" She squealed even though it was already too late.

Gwen could kick his butt in any fight that didn't use the watch, but she never could handle being tickled. She burst out in giggles before he even really touched her and they exploded out of her as he ran his fingers all over her sides. She slapped at his chest and grabbed for his hands, but he just leaned back and any time she caught one hand he'd just tickle her harder with the other until she started to writhe and let go. He waited until her face was as red as her hair before he let out a cackle of his own and demanded. "Say uncle!"

"N - ne - never!" Gwen squealed.

"Then you must stay focused, Tennyson-san!"

"Stopitstopit!" The Dweeb howled between giggles as she tried to fight him off, but she barely had it in her to try and roll away from his fingers and he couldn't help his wild grin.

Not just because he was getting her back, just a little, but because it was the first time he'd heard her laugh like this since they were like four or something and…

And he missed it. He'd made her laugh plenty of times since then, but she always hid it behind her hand it was something she was ashamed of. Now she didn't couldn't even try and her giggles filled the clearing. "Focus!" he shouted again as she writhed under his hands. And then he remembered…

Man, they'd been tiny the last time they'd done this, but Ben still remembered how she shrieked when he tickled her under her arms. He was so ready to hear her shriek like that again that he leaned in closer so he could do it right and he knew that she was still just as sensitive there just from the way she thrashed as he slid his hands up. "Say uncle!"

"Ne - ne - !" Gwen tried to say as she giggled so hard that tears ran down her cheeks. When the words wouldn't come she jerked her head back and forth and smacked his chest hard enough that he was sure that she'd given him another bruise and it so didn't matter. The way she bucked as his fingers found her ribs almost did. She almost threw him off, but he sat back on her hips hard and forced her back to the ground. The second he did, he gave up on teasing her and just slid his hands up her sides. _Nothing_ was going to stop him no -

And then he felt something as he slid his fingers up her side. Something under her costume. Something just under her arm. Something that felt like a couple of straps coming together before it ran behind her back, but the only thing that she could be wearing that had a strap _there _was a -

A -

He felt his _body _burn as he jerked his hand back. He forgot all about tickling her as he just stared down at her in shock. She - she -

She didn't realize that he'd stopped any more than he saw her hand fly up. It was more of a muscle spasm than anything karate. A wild, open handed swing that would have turned his cheek or his chest red for a few minutes and stung for a while longer before he forgot all about it if she'd hit him anywhere else.

Anywhere but his left cheek. Anywhere but against his black eye.

Instead his world burned white for what felt like forever. It hurt worse than it had after Cash had punched him, worse than anything that karate or the bad guys had done to him so far, and bad enough that he couldn't even scream. He shoved his hands over his eye and kicked away from her. The jolt as he landed on his butt didn't help anything. Neither did hearing her gasp out, "Serves you - " in between giggles.

The second he could get his lungs working again he got ready to let out the scream he couldn't a second ago - a yell that used all the words he'd heard at school that he wasn't ever supposed to say - and he opened his good eye so he could give her the glare she deserved when he did it because he just tickled her a little and she didn't have to -

And his mouth dropped as he forgot how to make any words at all when he saw...

She was curled up in a ball in front of him with her back to him. She must have rolled away the second she knocked him off of her. Rolled away and curled up in a ball as she clasped her hands over her sides so he couldn't tickle her again, but it didn't -

But it didn't -

But it didn't hide anything! If anything it just pulled her costume tighter! Tight enough that he could see the straps of the… of the… through the material as they stretched across her back and over her shoulders…

She was… She was wearing…

But the only people who wore…

Girls…

But Gwen was wearing...

But the only people who…

Gwen was wearing a bra! Gwen was a girl! Gwenwasagirl!_gwenwasagirl!_

And he'd - !

She finally sat up and turned just enough that she could glare at him, or she could if she wasn't trying to wipe the tears from her eyes. Her face so red that he was sure that she _knew_. She _freaked out _when he touched her laptop, he couldn't even imagine -

He knew - he'd touched her -

She was a girl. Gwen was a girl. GWENWASAGIRL_GWENWASAGIRL__**GWENWASA**_-

Her eyes went right to the hands he had clasped over his left eye and she lifted her chin at him. "Serves you right, you jerk," she snapped, and it would have sounded a lot more threatening if another giggle hadn't torn through her right in the middle.

He knew… he always knew she was a girl just like his mom was, but it didn't mean anything. Not really. She was just Gwen except that she got weird and wore dresses sometimes and liked to shop way too much and had way too many different creams that all smelled like fruit. It didn't…

It wasn't like she was a _girl _girl. She was just Gwen and… and he could punch her arm and they insulted each other and she had his back and -

And she wore a bra and -

She was just Gwen. She wasn't…

It didn't…

She was a girl. He'd been tickling a -

"It was just a little slap, Ben. Why do you always act like it's the end of the world?"

He barely heard her say any of it over the pounding in his ears. Not once she started brushing off her costume and it so _wasn't fair! _Why did her costume have to be so - ? And why'd she have to start wearing -

Why today? She didn't wear one last summer. He knew she didn't. He'd gotten stuck doing the laundry often enough that he would have known. He'd seen his mom's that way and…

And it was just his mom's and gross. Gwen should have been…

She wasn't. She _so _wasn't. He stared at her in her costume, at her body and he felt like… Gwen was a girl. _Gwenwasa - _

"Ben, are you okay?" He heard the worry in her voice now and he tried to say something, tried to lower his hands, but nothing was listening to him. All he could do was stare and sweat like he was in Death Valley again because he…

He'd felt her _bra. _He wouldn't ever be okay again!

His eyes shot to hers and he saw the worry reach her eyes as she looked him over and he didn't… She wasn't gross. Why wasn't she gross, too?!

Her eyes went wide and he was sure that she was about to storm off and she should. He deserved it and…

And why couldn't he stop looking at her chest!? She didn't look any…

Did she?

"Ben?" He heard her ask again before his name ended in a hiss and her hands shot to her mouth. He never thought that he'd be happy when she did that, but he was now that her arms hid things he _knew _he shouldn't be looking at.

Or thinking about.

He didn't think that things could get any worse, and then Gwen dropped her hands and scurried over until she was so close that he couldn't look at anything but her. So close that he saw scowl and hiss at something as she stared at something on his hand. Close enough that he could almost see her decide to ignore whatever it was as she relaxed and her eyes flickered back to his. "I really didn't… I didn't mean to hit your eye, I just… I mean, it's _your_ fault for tickling me, but…" she said, her voice shaking and her eyes huge and still wet from his tickling her as she stared. "Let me take a look. Please?"

"You're not going to…" Ben didn't even know what, but he knew her. She could think of something.

"No," the dweeb said. When he still didn't move she sighed and held up her hand. "Pinkie swear."

"Fine," he muttered as he pulled his right hand off of his left and they shook on it. He felt her wrap her hands around his and he didn't know why until he let his left hand drop and she squeezed it.

The only thing that kept him from freaking out about _that _was how worried she looked as her face half-blurred in the sunlight. "Well?" He asked as squeezed her hand back and tried to blink the blurriness away. It seemed like it took forever before he felt something wet run down his cheek and her face focused again, but it did.

Not that it did anything for the rest of his eye. It still throbbed, but maybe a little less with every pulse. "I don't… I don't think that it looks any worse. It's just really tender."she said, and then she stopped and chewed her lip before she added, "Sorry," in a voice so soft that he barely heard it.

"It's…" Ben said, and he almost jumped in surprise when his voice finally played along. "It's not like I felt it." The words just fell out of his mouth and when he realized what he'd said he would have given up everything, the Watch and his gold Sumo Slammer card everything to shove them back into his mouth. He waited for her to freak out, to start hitting him and screaming and…

And she didn't even blink. She didn't… She didn't know, but she would if he didn't say something else. Anything. His mind raced and latched on to the only thing he could think of. "But if you want to make it up to me then I have a science project…"

Normal. Good. That sounded normal. Like he was talking to his dweeb and not a…

His words sounded as normal as the way Gwen rolled her eyes when he said it. "I don't feel _that _bad," she said and he knew she was lying just from the way her brow crinkled, "but I'll proofread it for you when you're done."

"Deal," Ben croaked out as he tried not to think about how he could feel her knees pressed up against his and her hand still on his wrist. How her skin was so soft and he would have thought she was freezing if he didn't know her hands always felt cold. And then she lifted his right hand up and wrapped both of hers around it as she held it up to her eyes. A girl…

A girl was holding his hand and it didn't feel gross and why didn't it feel gross?

It took him a bit to realize what she was staring at. His knuckles. He'd forgotten… She must have seen them when she was checking on his eye. She looked _furious _as she stared at the scraped and swollen skin there. She looked even madder now that she did when he got to her house, and she topped it when she finally met his eyes again. "Ben, what really happened to your eye?" She looked furious but she sounded so calm when she asked that.

Like he was going to fall for _that_ again.

But he couldn't think of any more lies. Not now. Not with her holding his hand and looking at him like that. "Cash," he said and he somehow kept the name from becoming a gasp as she squeezed his hand. She was a girl. A girl was…

She looked furious and…

Gwen was furious, and that was just like her. Gwen was a girl, but she was still Gwen. He grabbed onto that thought with everything that he had. _She was still Gwen_. She just wore… he'd felt… he'd almost touched…

He shook his head and the words tumbled out. "He… I was taking a shortcut home and JT and him were beating up on another kid and I couldn't just let…"

The girl didn't look any less mad, but she didn't let go of his hand either. Not even when she reached up with her free one to brush her fingers over his eye again. He didn't wince, not this time. He couldn't even tell if she touched the skin around his eye. "Why didn't you…" Gwen asked, her voice soft and he knew that anyone else would have thought that she was about to cry when her voice shook, but he _knew _her and he knew that she was as mad as he'd ever seen her. "This is what Sensei _trains _us for, Doofus!"

"I did!" Ben said as he made himself stare into her eyes because it was the safest place left now that she was so close. "This was just a sucker punch. When he tried it again I - " and then he remembered why he didn't want her to know any of this, why he'd lied to begin with.

Her voice went flat as she asked. "You what?"

"I… mom thinks I broke his nose," Ben said and he winced as he waited for her to explode at him, to give him the same lecture that his mom and he so didn't want to hear it again. Especially since he knew that he couldn't distract her like he could his mom.

He never imagined that she'd take a deep breath and mutter, "Good," or that she'd look so fierce and proud as she said it.

And his chest puffed up so much at the look, but he couldn't help asking. "Good?"

Gwen's heard jerked in a nod as she stood up. "Good. Maybe that idiot will finally figure out that he should leave you alone."

And he almost relaxed. She was a girl, but she was still Gwen and he could deal with that. He dealt with it for the four seconds it took her to sit down close enough next to him that he could feel the heat of her body against his arm. She didn't look at him at all, she just stared up at the trees and the sky. He almost jumped when she sighed and rested her head on his shoulder. "Just seven more weeks. I can't wait to get away from all of them. I can't wait until it's just you and me and Grandpa again."

And he didn't know what to say. He never did, not really, but he could usually come up with something that would either make her laugh or chase him and either was good. But now…

Now he could smell the strawberries in her shampoo and his brain wouldn't do _anything. _She was a girl and her hair was tickling his ear and he didn't know…

Then he heard her suck in a breathe a second before she bolted upright. "But if you ever try to tickle me again you can stay here! Jerk," Gwen declared before she elbowed him. Hard.

His ribs hurt and he didn't even stop to think. He just elbowed her right back and said, "You're just mad because you didn't get to punch anyone today and I did."

"I'm sure I'll get to punch plenty of people this summer," the dweeb said as she tilted her chin up and she sounded so serious, and then her hand went to her mouth as she giggled at her own joke. Then she leaned against him again as she said, "Which reminds me! Grandpa's been asking me if there's anywhere special we wanted to go, and I was thinking - "

He listened to her plan out their whole trip and he just stared at the outline of the strap he could just see running over her shoulder. She was just like she always was, and she was completely different and he didn't know…

"Ben?" Gwen started as the rest of her words died off and the worry came back. He saw bite her lip as she stared at him. "Are you sure that you're okay?"

"Yeah! Why?" Ben said, both words bursting out him like they were the geysers that they'd seen together once as his eyes darted away.

"Because you're acting even more like a _doofus _than you usually do, and I didn't think that it was possible," Gwen grumbled just like she always did and that should have made him feel better, but…

"Am not!"

"Are too!"

"Am - " Ben started again as he spun back to her and he tried to meet her eyes, he tried to glare at her like he should have been doing for all this time, but… "Fine," he said, his voice tight as he looked away again. "I was just remembering the last time I - " he swallowed the word '_tickled' _because he was sure his brain would make a bigger boom than even the Omnitrix could have managed if he said it, "You were so mad that I got higher than you on my old swing set and that was the only way that..."

She'd been ignoring him back then, too, but she wasn't a _girl_. She was just Gwen and teasing her was _fun. _Now...

"You - " Gwen started. If she really was a girl - if wearing a bra meant _that - _then he knew that she'd blush and giggle like all the girls in his class did _all _of the time. Ben sucked in a breath and he waited for his Dweeb to go away and turn into one of _them_.

He'd never been happier when she smacked his arm instead. "You _never _got higher than me on the swings, Doofus! You tickled me back then because you were _jealous!_"

Ben let out a bark of a laugh that made her narrow her eyes at him and he didn't _care. _"Please. Lying to yourself isn't healthy, Dweeb. It's been years now. Just admit that I'm the king of the swings and let it _go." _

"You - " Gwen repeated, and then her hand wrapped around his so hard that it _hurt _as she yanked him to his feet. "You _so _aren't! Come on! There's a swing set in the park's playground and we're settling this right _now!" _She only slowed down for a second, just long enough for her to grab up her sweatshirt before they were off just like they would have been last week.

Ben followed after her as she all but dragged him down the jogging path because she never let go of his hand and some part of him listened to her rant at him. That part insulted her right back, but the rest of him…

The rest of him was still sure it was a trick until they got to the still empty playground. That was when Gwen let go of his hand and shoved him back hard enough that he ended up on his butt before she spun and dashed for the swing set. She cackled the whole time, but never as loud as she did when she started swinging higher and higher as she stuck her tongue out at him and called, "Slowpoke!"

Ben just sat there and stared at her as she swung higher and higher with her short hair catching the wind and her sash trailing behind her. He should have been so mad at her, but he just laughed and wiped his sweaty hands off on the grass as he watched her go. Maybe she could be Gwen and a girl all at the same time after all. Maybe...

That was the thought that finally got him off his butt and sent him racing for the swing next to her as he shouted, "Cheater!"

"Doofus!" she laughed as he chased her into the sky. So she was a _girl_ now. So what? She was still his Dweeb.

It didn't change a thing.

\- o - o - o - o - o -

**Author's Note**

I've been very lucky over the last few weeks because a fantastic artist named Zilpa Eden has been illustrating some of her favorite scenes from the classic version of Little Moments as well as making an awesome new cover for Breaking Point. You can find this and the rest of her work at

www.

deviantart.

com/zilpaeden

I hope that you all check it out and leave her reviews, because her art really is amazing.


	11. Gwen Tennyson's No Good, Very Bad Day

Chapter Eleven: Gwen Tennyson's No Good Very Bad Day

_Angelwood Academy_

_Bellwood, California_

_May 28, 1999_

_2:25 pm_

**\- get to go Hero before we go to bed tonight!**

Gwen read those words from the phone that she had half hidden in the folds of her skirt and she wished that Ben was there just so he could see the eye roll that they got. Her thumbs raced across the keypad as she typed back **You are SUCH a doofus. There's no way **and then she closed the phone with a click and hid it in her lap again.

She should put the phone away. Every part of her that had _any _bit of sense screamed as she tapped on the smooth plastic back of her phone. She was breaking _so _many rules just by having the thing out of her bag, much less texting. The rest of her glanced at the clock again and swallowed hard. She couldn't. Not yet. Not until…

She tried to tell herself that it was the last class on the last day and that should matter. No one was stopping _Ben _from using _his _phone and he still had almost an hour left before _he _got out!

But no one _ever_ stopped Ben and the fact that she only had fifteen more minutes didn't help Traci.

The little brunette girl sat clear on the other side of the class and she was trying to hide behind her hair, but Gwen could still see that she looked ready to cry as Mrs. Adams perched on the edge of her desk and read out loud from a folded piece of paper in her hands, "'- said I can ask you if you wanted to come with us to Disneyland next week! Do you?!'" The woman finished with a flourish of her free hand and a fake squeal as the rest of the class cheered and Traci sank her head into her arms.

Gwen squeezed the phone in her hand as she watched and shook her head at everyone. Honestly, it was just _Traci_. The girl was sweet, but she was beyond flighty and what did she _think _would happen? She passed the paper right in front of Mrs. Adams! Gwen shook her head at _anyone _being so dumb. Not even the doofus would -

The thought was tossed right out of her head along with everything else when her phone buzzed again. Her world shrank to the little glowing screen and the thump of her heart as she flipped the phone open and hoped…

She could have screamed when she read; **No way?! Did that mutant brain of yours finally overheat? Don't you remember last year? We barely got out of town before things went crazy! **Then she spent the next thirty seconds thinking of all the ways she knew to smack the smirk off of Ben's face.

And he _was _smirking right now. She could just see him sitting in his desk with the biggest and dumbest smile on his face as he kept _doing _this to her and she just wanted to strangle him.

And she felt her lips twitch up anyway as she texted back; **My brain is just fine! Yours is the one that always gets scrambled, Mr. Leads-With-Your-Chin. That's why I know that there's no way!**

She wished that she could see his face when he read _that. _

Or that he was here right now so she could tell it to him to his _face. _She glared at the back of the boy's head who was sitting in the desk in front of her as she hid the phone in her skirt again and imagined the doofus sitting there instead for the she-didn't-even-know-how-many-times and shuddered. At least Tom was quiet and knew how a comb worked, which was more than anyone could say about her cousin.

If Ben really was there he'd be _such _a pest. She knew that she'd never learn a thing with him always mouthing off or turning around to bug her or throw things at her and it would be horrible.

Just horrible.

She couldn't even believe that she was imagining it and she felt so disgusted with her brain for betraying her, but that only lasted until she looked at the clock again and saw that another five minutes had flown by without her even realizing. An hour…

She squeezed down on the phone because her mom should have been done over an _hour _ago! Why didn't she text back? Why - ?

Why was everyone laughing? No, not everyone. Just the _boys. _

Her eyes shot over so she could see why. She was sure that Mrs. Adams saw another note, but the woman wasn't unfolding a note and she wasn't smiling at all. No, it was so much worse than a note. She was talking to the _pig_ in the front row. "**-**certainly never heard it put like _that_ before, Mr. Coleson, but I suppose it's true. From a certain point of view anyway."

"From every point of view, Mrs. A.," the boy said with a laugh that made Gwen glare. She didn't even know what the boy said this time, his words were just as greasy as he gunk he put in his hair and she wasn't the only one who thought so. Every other girl was glaring, too, and the boy just grinned bigger because of it. "King Arthur would have been fine if he just kept his girl in line."

Gwen shot her hand into the air as she smirked and leaned forward. God, she loved making the creep choke on his own words. It wouldn't even be a challenge, not like it was when she was arguing with the doofus.

Flint wasn't anywhere near as clever.

She never got a chance to crush him like the bug he was because the witch that was three rows over and a desk back didn't bother to wait for Mrs. Adams to call on her. Marci just let out a disgusted sniff and tossed her hair back. "Sure, like it's all _Guinevere's_ fault! Lancelot was _so _innocent for hitting on a married woman and King Arthur just _had _to pout for the next ten years."

Gwen glared at the girl because it was everything that she was going to say and she _hated _it when that happened. Agreeing with Marci was the only thing worse than hearing Flint's 'thoughts.'

Hearing the idiot in the desk next to him was hardly any better. "Please, Guinevere _wanted _it and you all know it. She's the one who led them both on." God. It was hardly a wonder that the idiot had been held back a year. It was like listening to a slug.

"Yes, yes, Mr. Ferguson. We all know how _you _feel," Mrs. Adams said for all of them. Gwen waited for almost three seconds for the woman to keep going from there, to finally nail the boy to the wall like he deserved and she didn't. She just turned her back on the boy and called out, "Mr. Johnson, if you would - " like what he said would just disappear and it _so wouldn't. _

Not if _she _had anything to say about it. Gwen's left hand started to shoot to the sky again so she could give both of the boys the smack that they deserved and -

And then she felt the phone buzz between her right hand and her thigh again and she forgot all about everything else in her hurry to flip it open. She hoped and - and it was the doofus _again. _**Me? You're the crazy one, you Dweeb. I'm telling you we'll be kicking butt and taking names before the sun sets.**

**Kicking your butt, maybe.** She said as her thumbs pounded down on the buttons as she bit her lip so she couldn't grin. **It's impossible. Ben. There's no way things can get that crazy again.**

She didn't even close her phone this time before her phone vibrated again. **It so will now Jinx Girl LOL.**

She let out a sniff when she read that. Just because _he _got bad luck when she had the Luck Charm didn't meant that she was a jinx! And she didn't even have the thing anymore! No one did! It was dust like all the rest. All except the one that didn't do anything but look cool on her shelf. Her fingers flew as she typed back. **So not a jinx! You are! If anything bad happens it'll be because we have to pick you up in 45!**

Gwen slammed her thumb down on the send button and she heard it click. It only took her a heartbeat to realize how wrong that was and she froze in her seat.

A second ago the class had been so loud she couldn't hear the phone vibrate, much less hear herself type. Even in Angelwood classes didn't get that quiet. There was always _someone _whispering about something or dropping something or - or - or -

She always thought that the noise bothered her before she realized that the quiet was so, so much worse. The only time she ever heard this many people being this quiet was right before the screaming started. Her eyes flickered over and she saw everyone staring her way, but the only thing anywhere by her was -

Was the windows.

Gwen was a Tennyson, so she always got stuck in the last row when she'd rather be up front. The only good thing about it was that she always got a spot by the windows. It used to be the only good thing, until last summer. She swallowed hard as she tried to center herself as she reached for the call button on her phone. Grandpa should be right outside and Ben was across the city, but if she hit the panic button that wouldn't stop him. Not unless…

Unless… If she looked left, if she looked out the window would she see smoke on the horizon? Alien ships in the sky? An army of monsters charging? She didn't - she'd seen all three. She had _nightmares _about all three even though this was Bellwood and _nothing _ever happened in _Bellwood_. Dreams where her home was on fire, or Ben's was or her school. Where everyone around her was screaming and monsters were everywhere and she -

And she would wake up, covered in sweat and tangled in the sheets and trying not to scream as she scooped up the phone and ran for the window and - and she'd just stand there. Every part of her wanted to call, to make sure that it was just a dream, that Ben wasn't really -

That she didn't just _stand there _as he _begged _for help and -

And she couldn't. Not when he'd just make fun of her for freaking out over a bad dream. She'd stand there until the sun came up as she wondered if she could really fly to Ben's house or where she could get a cauldron or a crystal ball for the scrying spells she saw in the back of her spellbook. The Newts eyes and toad legs were easy, she'd just have to raid Grandpa's fridge, but she didn't do that either. She just stared at the spells and -

And wondered why she had to wear this stupid uniform and the stupid skirt that didn't have any pockets so she had to keep her spellbook in her backpack! She wanted to lean over and scoop the thing up, but she eyed the wall full of windows next to her instead. She knew that she'd need every bit of her focus to cast a shield spell big enough to cover all of it.

All of her focus and the spell would knock her on her butt for the rest of the day, but she'd do it anyway. She'd seen what glass did after an explosion and a headache was nothing compared to that.

The words were right there, and they were the only ones. There still wasn't anyone else talking or rushing to the windows and she'd never heard a crowd stay so quiet for so long. Quiet enough that she just had to look so she could see just how much trouble they were in.

And there wasn't _anything_.

There were cars and minivans lining up in front of the school and even more filling up the parking lot, but there weren't any aliens or monsters. She didn't even see anyone standing outside of their cars and screaming because someone cut them off. She stared at the normal for another half second as she tried to make her heart stop pounding before she turned the other way because the room was still too quiet, but everyone was still staring past her and out the windows.

No. They weren't staring out the windows. They were staring at _her. _

"Well, Ms. Tennyson," Mrs Adams asked from just behind her right shoulder and Gwen couldn't help jumping in her seat because she was _sure _that the woman was across the room just a second ago. The rumors were true, she _did_ have more eyes hiding under her white hair. "I believe that you had something to say?"

"I…" Gwen said as she hid her phone in the folds of her skirt again and tried to remember. She remembered that Flint was being a pig again - which was normal - and that she agreed with Marci - which _so _wasn't - and that she was going to raise her hand, but…

But…

But she couldn't remember what she was going to say. Her eyes darted to everyone around her, desperate for a hint from anyone. A note or a whispered word would have been enough, but…

But no one said anything. A few people were red on her behalf, and Traci crumpled and hid her face the second Gwen's eyes met hers, but the rest didn't even bother to hide their glee. Marci and her two shadows looked like they wished they had cameras as they watched her squirm and Flint had his arm over the back of his chair and she didn't even want to know what _he _was thinking_, _but everyone else…

She helped them so many times. She'd tutored most of them just a _week _ago and…

And they were enjoying watching her misery just as much as people she _knew _hated her. Her mouth went so dry as she looked up and the look in Mrs. Adams eyes was worse. There wasn't any glee in her eyes, just _disappointment. _"I'm sorry, Mrs. Adams, I - " she began as she sank away from all the eyes. Her mind raced for a way to finish that sentence, for something that would save her and -

And then she felt the phone buzz again.

"Wasn't paying attention? Obviously, Ms. Tennyson," Mrs. Adams said with a slow shake of her head as she took another step forward so she could loom and the giggles that started all around them. Gwen was sure that things couldn't get any worse, and then the woman held out her hand. "Maybe you'd have an easier time of it if you gave me your phone."

"No!" Gwen shouted, the word bursting out of her as she squeezed down on the phone. "I'll - I'm sorry! I'll put it away! You don't have to - "

Mrs. Adams didn't blink behind her glasses and her hand didn't waver. "Your phone, Gwendolyn. Now."

"Please!" Gwen begged, but there wasn't any warmth in Mrs. Adams eyes. Gwen stared back for as long as she could before she dropped her head and held up her phone.

"Honestly, Gwendolyn, I expected better of you," the old woman said as she took it, and the words tore through her. Gwen wanted to explain, but the words wouldn't come and she couldn't take her eyes off of her phone.

"The texts could be important," someone said, and Gwen grinned at the words, at the help, until she realized who said them. Her head flew around and she saw Marci staring right at her. The blond girl was twisting a lock of her long blonde hair around her finger and she looked so worried for just a second. Then she smirked and added, "You should read them, Mrs. Adams, just in case. Out loud."

No! Nonononono!

"Yeah!"

"You read our notes!"

"It's no different!"

Gwen heard every call as everyone else joined in and she just wanted to die as she stared at her teacher, who stared right back. She watched as the woman flicked the phone open with her thumb and she tried one more time. "Please!"

"You know what happens, Ms. Tennyson," was all she got from the woman. Gwen wanted to crumble and hide, but somehow she managed to sit up straight and stare as she tried to remember what the doofus had said, but she couldn't stop the blush as the woman started to read out loud in _that _voice again. "'Honestly, Gwen, you can't worry this much every time I go to the - '" and then her voice trailed off as her eyes went back to Gwen and the disappointment was gone. Mrs. Adams closed the phone with a click as she slipped off of Gwen's desk and her normal voice filled the room again. "I think we have more important things to talk about in our last five minutes together," she announced and Gwen sagged with relief as the woman took her phone up to her desk and set it in the top drawer.

"What?!" A boy yelled out and Mrs. Adams back stiffened because _no one _did that. And he wasn't the only one now that he dared to. More and more voices called out after.

"No fair!"

"You read our notes!"

"Why is _she _always so special?!"

And then Blair topped it off with a disgusted little sigh that filled the room almost as much as her muttered, "Of course _Little Miss Perfect_ gets away with it again."

The room went quiet _again _and Gwen felt the eyes come back, but not all of them. Not this time. Not Mrs. Adams's. Her eyes locked onto the girl in the desk right in front of Marci's. "What was that, Ms. Hada? Do you have something to add?"

"No, Mrs. Adams!" Blair said in a bright voice. "I'm sure that Gwen is perfect like usual!"

A dozen more mutters followed that and each one hurt even though no one would meet her eyes when she looked. Gwen stared at them all, and - and she just wanted to _scream_. She _helped _them all! Why - ?

"That's enough!" Mrs. Adams said, her voice a thunder. "We aren't here to talk about Ms. Tennyson! I've had - " Gwen didn't know what the woman had because her phone chose that second to vibrate again and it was so much louder inside the wood drawer.

There were rituals in the back of her spellbook that promised that they would open portals to worlds great and terrible. Places of fire and wonder and Gwen never knew if they would really work and she wasn't brave enough to try them even if she did have the time or the materials that she needed to cast them. She wanted to open them up now and just jump through. It didn't even matter where the portal went. Space, a volcano, the Null Void, _anywhere else _would have been better. Gwen stared at her phone in horror as everyone else stared at _her. _It wasn't her mom, she wouldn't text again. So it had to be -

Why? Why couldn't that _DOOFUS _just -

Magic couldn't save her, but the bell did.

"All right everyone. I hope that you all have a good summer and remember your reading for next year! We're starting right in on H. G. Wells!" Mrs. Adams called out with what should have been a laugh as the room turned to the chaos of everyone shoving things into their backpacks and maybe it would have been if she wasn't talking about _that _book. "The school finally approved it, and it's an important book! Not everyone gets to read it, so I can't wait to hear what you all think! But that's three months away." Those words broke the tension and sent everyone racing by Mrs. Adams desk for the door next to it.

Almost everyone. For once Gwen just shoved everything into her backpack as she jumped to her feet and pulled it on over her shoulders, but she didn't take a step for the door even though she'd been waiting _weeks _for this. Instead she slipped around everyone who was as she called out, "Mrs. Adams, I'm so, so sorry…" .

"In a moment, Gwendolyn. Take a seat," Mrs. Adams said, her voice cool as Gwen sank into a desk and watched everyone else leave as they all watched _her_. "Mr. Wilkins, if you would," she asked the last boy and he only jumped a little before he nodded and closed the door behind him and only then did the woman even glance at her. "You're the last one I'd _expect _this kind of nonsense from, Gwendolyn. What's - "

And Gwen followed even though the words made her stomach hurt. "I know," she said in a miserable whisper. "I - I don't even know why - "

That got her another look and a sigh. "Sit down, Gwen, and tell me what's going on with your mom," she said as she turned the desk in front of Gwen around and settled on top of it.

"I - " Gwen tried to say, before the words and the worry in the other woman's eyes got to be too much. She looked away and whispered. "She had a doctor's appointment today. I just wanted to - "

"It's more than that, I'm sure. You're a sensible girl, Gwen. You wouldn't panic like this over one appointment," Mrs. Adams said and all her laugh lines turned to worry, even if she did try to joke. "Or if you do, I better not tell you about all of mine. You'd never leave your room again."

Gwen tried to say something, but the pit of worry in her stomach wouldn't let her. It was all she could manage just to shake her head before she wilted.

"Shoulders back, head up," the woman said, her voice kind. "It's always best to face bad news head on, Gwen."

Gwen nodded and made herself do just that. She even crossed her legs at the ankles and tucked them under her as she clasped her hands together. If her mom could see

her now…

Her mom would be so proud, she looked like the perfect lady. She - "She - she was really sick last month. Mom said it was just a stomach flu, but… She finally stopped getting sick a couple of weeks ago, but she keeps going to the doctor anyway and - "

The worry lines got a little deeper on the woman's face and her eyes drifted away. "Did she say what's wrong?"

"No," Gwen said with a shake of her head. "She just says that she's _fine _and tells me not to worry." And she tried. She really did, but - "But daddy's been taking time off of work to go with her and he _never _does that. Not even when she got that horrible flu last year. He tried back then and she just said she was perfectly capable…" the words died out because she'd been so proud of her mom then. It was stupid and silly and daddy looked so hurt, but… "He's going now. And I think that they keep giving her blood tests because she always comes back with a cotton ball stuck to her arm."

Mrs. Adams made a noise at that. Something that sounded like a laugh or gasp and Gwen couldn't tell which and the woman's face didn't offer any clues. "Doctors are vampires, Dear. You can't worry about that. I'm always amazed that they leave me with any. And the other texts?"

"Other?" Gwen whimpered.

"I've talked to your mother before, Gwendolyn. She's never called you a dweeb to my knowledge."

That _doofus! _"He's just my _doofus _of a cousin and he's _bored _so…"

Mrs. Adams face darkened. "Bored, is he? I don't recall any other Tennysons in this school, but - "

"He doesn't," Gwen started and swallowed, "he goes to Drake."

"Well, that explains _that," _Mrs. Adams said with a sniff. Then even that faded away. "Does he know?"

Gwen just shrugged before she nodded. They'd both been too keyed up to sleep last night and she'd let it slip after he'd gone Cannonbolt on some guy trying to steal a car even though she _called _it and it was her turn. She didn't know what she expected Ben to do, but she'd hoped for more than him shoving her shoulder and shouting, 'Tag, you're it!' and before he rolled off. She didn't catch him until the watch timed out and it felt so good when she tackled him to the ground, but still…

She wanted more than just that. Sure, he pretending he cared when he sent his first text an hour ago, but then he just went full Ben on her. "It's his last class, too - he probably slept through all the rest - and he's a pain when he'd bored."

"He was just texting during my class?" Mrs. Adams asked and she hummed something when Gwen nodded. "He might not be as much of an idiot as you think, Gwendolyn." Gwen didn't understand that at all, or the soft smile she got a second later as the woman reached over and squeezed her hand. Not until the woman said, "But your mother did say in her text that this was her last visit, so you don't have to worry anymore while you're on vacation."

"Really?" Gwen gasped and Mrs. Adams laughed in surprise as she bounced out of her desk and gave the woman a hug before she burst away and ran for the desk. "I can't believe it!" She had to read it for herself and make sure it was real. She reached out for the drawer and froze as Mrs. Adams cleared her throat.

"You know the rules, Ms. Tennyson, and I already let you skate once, today," her teacher said, and she almost seemed sad that she had to say them when Gwen spun around and stared. "You were using a phone in class. I'm supposed to keep it until your parents can come in and claim it."

Gwen heard the words and felt every bit of the joy she'd just felt disappear. Her _parents? _She… "I - I can't! I'm supposed to be going on a trip with my Grandpa! I'm already supposed to be - !" She was supposed to be gone five minutes ago! They should already be on the way to pick up Ben!

She - she ruined _everything_. "It won't happen again!"

"I know it won't," Mrs. Adams said, her voice hard enough that Gwen flinched. "If it does…"

"It won't!" Gwen said with the same force she used for magic. "I promise!"

Mrs. Adams looked at her with those same worried eyes and she sighed and shook her head as she got up. "If you were _anyone _else, Gwendolyn." With that the woman walked up and around Gwen so she could sit down at her desk and reach for a drawer, but Gwen's grin shrank because it was the wrong one and died all together as she pulled out a yellow piece of paper.

"Mrs. Adams?" Gwen all but gasped.

"In a minute, Gwendolyn," Mrs. Adams sighed as she reached for the pen she always has behind her ear and started to write. **Natalie, I caught your daughter using her phone in class today. I know that this is hard to hear, but - **

She kept writing, but that was as far as Gwen got before she looked up and she barely kept the panic out of her voice as she gasped out, "Mrs. Adams!" She was getting written up? She was getting a note to her _mom?!_ She only - she broke the rules once! She didn't even get a _warning _first? It wasn't fair! It so wasn't! "Please don't!" she begged and she hated that she had to.

Mrs. Adams sighed again as she finished and carefully folded the note before she passed it over and Gwen felt numb as she took it. She'd never… "Obviously, I don't expect you to return this signed, Gwen, but please make sure that your mother reads it as soon as you can." Then the woman smiled like she'd done her a _favor _as she opened her top drawer and reached inside. "Now that that's done, remember your reading and I hope that you have a - a- I swear that I put it right here…"

Gwen felt her heart stop at the words and her whole world shrank to the insides of the drawer as her teacher pulled it wide open. It was stuffed with papers and books and boxes of pens, but there wasn't any phone, no matter how deep the woman dug. "No," she breathed out in panic as she crushed the paper in her hand because she _knew _and then she ran for the door even as her teacher called her name again. "Nonono…"

The halls were packed with kids trying to get to their lockers or the door and they moved so _slow _even with her pushing through or slipping around them, but there were just so _many. _She came so close to forgetting every promise that she'd ever made Grandpa and just letting the spells fly, but somehow she kept them in. She couldn't keep in the one curse that slipped out of her lips, though, one so vile that she could just hear her mother snapping at her, that this was what she deserved and that ladies didn't…

Once. She broke the rules _once. _After all the good that she'd done and all the people she'd saved - the _worlds_ she'd saved - the _universe _she saved - She broke the rules _once _and this was what she got?! "It's not fair!" she said as she shoved the crumpled up note into a trash can as she ran by. The words were a mutter, but she could have screamed them and no one would have heard her over the rest of the noise. Not that it mattered, as loud as they were, her heart pounded even louder and she came so, so close to screaming out a spell that would knock everyone over just so she could get through when she saw an opening.

It wasn't much, but it got her into the main hall. A few more got her to the front door and she burst out into the daylight. She stood on her toes and she could see the Rustbucket all the way down the street to her right. She wanted to get him, but that would have meant explaining and she _so _didn't have time! She gave it one last look before she hurried down the steps and ran the other way instead.

Or tried to, but there was just as big a mob outside the school as there was inside. Bigger even, because there were parents _everywhere _now too and groups of girls who crying and hugging and boys who punched each other instead of saying goodbye because they were boys and they were dumb and she wished…

Wishes didn't matter. She made her way by them all without more than a thought, then she gave up on the sidewalk altogether and the polished black leather of her Mary Janes touched grass for the very first time as she ran and the voice in the back of her head that sounded just like her mother hissed in dismay as she broke another rule.

And kept breaking it.

She ran across the grass and down the length of that wing of her school for the picnic tables just passed it. There were a dozen or so scattered under huge trees that were somehow older than the school even though that seemed impossible and the picnic tables under them. _Everyone_ went after school while they waited for rides because is was the best place to read or talk or just run around.

Not that she ever did that. Or even wanted to.

It was always crowded, but everyone usually spread out over the tables or on the grass. Not today. Today they were all packed around one table even though it was the last day and they were free. She heard them all laugh or oooooo at something and she _knew_.

Just like she knew _everyone. _She'd just been in class with most of them, and the rest must have wandered over. She wanted to run and die, but she shoved her way through anyway. She ignored every glare she got, but her lips twisted back when she saw them go red when they saw her and she kept pushing until she got through.

And it didn't matter.

None of it. Not all the running and pushing or running on the grass. She was already too late.

Marci was perched on the edge of a table right in the middle of the crowd with her legs carefully crossed at the ankle like she really was the queen that she thought she was and everyone went quiet as she read from the phone in her hand, "'-hear from your mom? Is that why you aren't answering? I swear that if you don't text back in the next minute I'm going to go hero!'" Marci's free hand went to her heart at that as she cooed, "Awww, guys. Gwen's boyfriend is so _sweet." _

Gwen felt her face burn as everyone's ooooo's tore right through her, and it was all the worse as everyone else saw her and started to point. She spun around and met every point and every eye with a burning face and her hands in fists as she hissed, "_Go away!" _

The words echoed in her ears with her pounding heart and she didn't stop glaring even as they all flinched. As they went as red as she was before someone drifted away, and then another, and then the whole group scattered like there were a pack of rabid Wildmutts chasing them. Even Flint and Sean turned, but not before Flint gave her a look that felt even grosser than the laughs had been a second ago.

Watching them run should have made her feel better, it didn't. It just made her feel angrier as she spun on her heel as she stuck her hand out and demanded, "Give that ba - !" she started, and the words died when she saw Marci still just sitting there and reading as her two lampreys leaned in close. "Awww…. Gwen, you _have _to teach us your secret," Marci said with a wide smirk. "He's so _worried _about you."

Gwen felt her face _burn _even redder. That… Marci didn't have any _right. None _of them did!

"It's so _adorable!" _Olivia said as she tossed her long brown hair and clasped her hands over her heart.

Blair nodded and leaned in close and none of them even _looked _at her. "I want a boyfriend as _caring _as Gwen's!"

"Shut up!" Gwen shouted at them and stomped her foot as they giggled again. "Shut up and give it back!"

"But this is so good!" Marci squealed as she slid off the table and landed softly on her feet, but she didn't take her eyes off of the phone in her hands for a second.

"You better do what she says, Marci, before _Little Miss Perfect _starts _crying. A_gain!" Blair said from Marci's right as the Asian girl hid her giggle behind her hand. Not that it did anything to hide the malice in her dark eyes.

The words hit her like a punch to the gut, one that made her mouth drop and left her gasping for air. _One_ time. _Once. _And she didn't even…

And if her magic hadn't been going out of control and her doofus wasn't so _clueless _she never would have…

She didn't even know _why _it hurt so much when she heard Ben say that they weren't friends, but it did. It still did, even though he made it up to her, like, five seconds later, but still…

But it did. It still did, a little, even though she knew…

And now she had to put up with _this_. She glared right back at Blair and, for just a second, she thought of all the ways she could wipe the smile right off the girl's face with a move or a spell, but ladies didn't do that. Her mom spent almost as much time teaching her the proper way to fight as she did teaching her how a lady should sit and stand. All the things that whispered in the back of her head every time she screwed up, but this time she listened. This time she brought her fingers to her lips like she was _so _delicate and said, "It's _so _undignified to talk about things like that, don't you think, Blair? It would be like me bringing up that day in kindergarten..."

And it was all she could do not to grin when Blair turned _white. _"That was… I was _five!"_ the girl sputtered.

"So? I was four and three quarters and _I _didn't…" She didn't smile as she let the rest of the sentence die, she didn't _dare. _That would ruin _everything. _She just sighed after a second and added, "But you're right. There's a reason that ladies don't talk about such things," Gwen said with her sweetest smile even though her skin crawled with each word because they felt like dark magic. Karate was so much cleaner and arguing with her doofus was like sparring, but this?

This was just about being mean.

Gwen _knew _that she'd earn her black belt one day, but Marci already had hers. The blond girl's eyes went to Blair for just a moment and she didn't smile or anything, but Gwen knew that she'd forgotten all about what Blair did that day until now just like Gwen knew that she'd use the memory like a spell or a curse one day. That Blair was her _friend _wouldn't matter at all.

It never saved her.

And, despite it all, all everything that Blair said and did, Gwen still wished that she could take the words back, but it was too late and they _all _knew it. Especially Blair, who was still pale as she watched Marci from the corner of her eye and glared at her. She didn't think that the girl could hate her more, but...

But one day wasn't today, and Marci's eyes went back to the phone as her lips stretched out into a grin. "Look at all these messages from 'Doofus!' I wonder who _that_ could be?" she squee-ed and Gwen felt her cheeks burn at the sound even though she did everything she could think of to stay calm. She even tossed her hair even though it was short and carefully pinned in place with her barrette like a lady would.

At least they were alone. Mostly. She cast a glance back over her shoulder and she saw a couple of people watching from the sidewalk - including that pig Flint and she didn't even _want _to imagine what he was thinking or why he was smirking at her like that - and then she turned back and forgot all about them when she saw Marci's finger tapping a button on her phone. "Give it _back!" _Gwen hissed as she forgot all about fighting like a lady or staying calm. She just charged forward and grabbed for her phone.

Marci barely glanced up as she Pirouetted away from Gwen's hands like it was nothing. Ballet so wasn't the same as karate, but Marci had been dancing for years and years and her reflexes were every bit as good, and then Olivia and Blair were there and in the way. Gwen knew six moves that would take out all three as Marci danced behind her two friends and clicked away at the phone and if it wasn't for her mom's voice or the promise she'd made Grandpa she would have used them all. She would have done it before the blond girl let out a giggle that made Gwen freeze as she squee-ed, "I'm so, so jealous! I wish I had a boyfriend who texted me _every day!" _

"He - he doesn't!" Gwen sputtered as she blushed and stomped her foot. It didn't matter how many times they teased her about Ben over the last few months, it _always_ did this to her and she _hated _it. "And Ben's not my _boyfriend! __**Gross!" **_

Ben?! Her…?! She shuddered at the thought. She couldn't even _imagine…!_!

But she could _move. _She slipped between Blair and Olivia as the two girls looked over their shoulders and caught the phone out of Marci's hand. Her smirk was so wide it _hurt _as she waggled the phone at the three of them, but she held it so tight that she was sure that it would break if it wasn't for everything that Ben did to improve it.

And somehow she felt her cheeks burn even hotter when she thought about his name because she knew this was all _his _fault. Not that it mattered. She had her phone back.

She _won_.

She was so sure she had anyway, until the three girls in front of her just giggled louder. "Did he write any love poems for our bestie yet?" Olivia squealed as she clutched her hands together and bounced on her toes. "Are they sweet?"

"Has he told her that he loovvves her, yet?" Blair asked from her usual spot by Marci's left hand, her voice sweet and her eyes afire.

"They are _sooooo _sweet!" Marci said as she put her hands over her heart and the little bell charm on her gold bracelet tinkled. "She's counting down the minutes until she can see him again!"

"I am not!" Gwen shouted with another stomp of her foot as her eyes raced from one girl to the next until she felt dizzy. "It's just stuff!" Most of the texts were just talking and teasing each other when they were bored and the rest were about Hero time, not that they ever said it straight up and… and…

And they were _hers. _They were _theirs. _They were _private!_

She felt her heart start to pound as something hot brushed against the back of her head. Something that she only learned the name of a few months ago, something that tasted like the air after they fought those electric aliens…

Power. Mana.

Power that wanted her to use it and shape the world around her and she knew it wouldn't wait for a spell if she called up any more, that it would just lash out. She felt a breeze against her bare knees and saw it catch at the skirts of the girls in front of her and her breath caught for a moment before she let it go. She wanted to push the mana away, but she knew better now. She let the mana surge around her without using it. She felt it wash over her anger, but she didn't try to control it or fight it. She knew better now, thanks to -

The mana flared as she thought about _his _name and she couldn't -

"Look at her face!" Marci said and she burst out laughing, and the other two joined in a second later. The girl rushed forward to give Gwen a hug and mime a kiss on her cheek. "We were just playing, Gwen! Honestly, you are _so _sensitive! I don't even know _what _your problem is! You're the most popular girl in school today! _Everyone _wants to know all about your boyfriend!"

Gwen wanted to scream even as everything her mother taught her said to take the apology and her head spun as Marci gave her a soft shove, just enough to make her stumble, as she slipped away from the hug and Blair took her. "You'll still remember us now that you're so popular, right Gwen? We've been your _only _friends for _so _long," she said into Gwen's ear as she squeezed extra hard, hard enough that it hurt. "Who else tries so hard to put up with you?'

"I don't know what you're going to do _all _summer without us," Olivia added when it was her turn, and the tall brunette used the hug to spin her around before she ended it with a pat on Gwen's shoulder. "Poor thing."

Gwen knew. Three months of peace and quiet where she just had to deal with Grandpa's cooking and Ben being gross and monsters trying to kill them. The next few weeks were going to be -

"Oh, I know! Her mom told mine when she called to say that my Bestie couldn't make it to my birthday party _again," _Marci sobbed out as she slipped in front of Gwen again and for just a second Gwen felt bad.

Just for a second. Then she felt as cold now as she'd been hot a second ago. "She didn't?!" She asked as her hands went to her mouth. How could she? What was _wrong _with her mother?

"A whole summer alone with your _boyfriend. _I'm _beyond _jealous," Marci said, her voice dripped with faux sympathy. After the last few years Gwen was sure that she'd heard every hateful and hurtful thing that the girl who used to be her friend could come up with, but Marci's eyes flashed with glee as she leaned in close and proved her wrong when she hissed out, "I saw what he wrote about you two going to bed together, you _slut_."

And Gwen just blinked at her as she remembered the message and tried to put them together. She knew the word, she wasn't supposed to, but…

But what did that have to do with Grandpa making them go to bed? She stared back, lost, at Marci, who's smirk didn't move one bit even as Blair's melted into a scowl and she stomped her foot. "Doesn't she get it? What a _baby." _

"Am not!" Gwen said, the words just slipping out of her mouth like they had in a hundred fights before this one. "You're the baby, you Doo - " Gwen bit off the name because Blair so didn't deserve that name. She wasn't good enough or clever enough for it. Not like -

Ben. Bed. She felt her eyes go wide. Ben…. They called her _that_ because…

They thought… Her and _Ben? _

"We're not!" Gwen denied in horror as she stumbled back when that thought hit like a fist. She might have fallen if didn't run into the picnic table first, and she felt the rough ends of the boards slip under the bottom of her backpack and dig into her back. She wanted to run, to get away from those words, but the three girls closed in and she couldn't. She couldn't do anything but stare at Marci, who's smile spread wide as she giggled. They… They used to be _friends. _How… how could she even think… that she'd do _THAT _with…

"We have our own bunks! What's _wrong _with you?" Gwen gasped in shock as she grabbed for the table behind her. Anything to keep from stumbling as she imagined…

_Ewwwwww…..._

"With me?" Marci asked as her face twisted in fake shock, but the fire in her eyes was real. "God, you're so popular right now, but just wait until I tell _everyone _that _he's _your _cousin, _too. They'll just _die! _You _freak." _Gwen froze and Marci's smile twisted even more as she got closer. "God, I can understand you being that pathetic, but him? He must be _such_ a loser if a _baby _like _you _is the best he can do," Marci said as her grin turned into a sneer as her eyes shot down to the front of Gwen's sweater for so long that Gwen crossed her arms over her chest and - and she hated that as much as she did the mocking stare because it wasn't her fault that she was the youngest girl in their class and - and it so wasn't _fair. _"No wonder you call him a _doofus,_ you _dweeb." _

Gwen's mouth just dropped when she heard Marci spit out _those _names, _their_ names. They sounded so _wrong _coming from her. She tried to think of something, anything to say, but she just wanted to disappear.

They wouldn't let her. No matter which way she looked one of them was _there. _

"That's what they call each other?!" Olivia added as she tossed her long brown hair. "Before or after they get their bottles?"

"And do you remember how she had to _carry _him out of karate?" Blair asked, her face twisted in disgust.

"Such a _sissy," _Marci crowed, her eyes never leaving Gwen's. "I think we should tell everyone how _pathetic _your little freak really is."

"Don't - don't you _dare…" _Gwen hissed as she stepped forward and flexed her fingers. Her mouth twisted into a snarl the second she said _that _about Ben as her fingers caught the magic. He wasn't…

Marci pushed a stray lock of hair away from her eyes as she rolled her eyes and her smile went back to something almost normal and it was all the uglier for it. "But I _suppose _that we could forget all about it if you'd just - "

Gwen saw her mouth move, but she wasn't listening any more after that. Not to anything but the pounding in her head, not to anything but the roar of the magic. She couldn't. Something that sounded like Stinkfly's wings hummed too loud in her ears and drowned out everything else. She felt like she as burning and freezing all at the same time as she glared at Marci's perfect white teeth and her mind raced.

Ben was a hero and braver than anyone here, even if he was a doofus. _Her _doofus. And _nobody _hurt her Doofus. She heard the branches of the tree above them rustle as another burst of wind pulled at their hair and skirts. She felt the mana in the air around her and her tongue burned with old words.

If Marci wanted to see a freak, then she'd show her a -

"Gwendolyn!" a voice barked out and it cut through everything and her eyes darted up and Grandpa was _right there. _He loomed over the three girls in front of her just like they loomed over her and she almost crowed. Between the two of them, Marci didn't stand a chance. The only thing that would have been better was if…

They'd see how _pathetic _her Ben was the second he used the watch. She just wished she knew which alien he'd pick to -

To -

But - but Grandpa was looking at Marci at all. His eyes were locked on hers and…

And he _heard. He heard everything! _

Gwen felt her heart jump to her throat as the magic fled, as her face burned and the world blurred. "Grandpa…" she said, her mouth like cotton as she stared at him and tried to say… She didn't know. It was all lies and… and it wouldn't matter. No one _listened. _Not to her. Not about Marci.

Who saw _everything _and who looked so annoyed for just a heartbeat before that disappeared behind a glowing smile as she tossed her long hair back and did a little dancing turn on one foot again. She heard the honey-sweet tone she hated as the girl said, "Hi, Mr. Tennyson!"

"Marci," Grandpa said with a nod as he finally, finally stopped glaring and looked down. His face slipped into a smile _for her _as he added, "I hate to interrupt your goodbyes, girls, but we have a schedule to keep."

"Oh, we know _all _about it!" Olivia crowed.

And Blair nodded and added, "It sounds like _so _much fun!"

"Give our best to _Ben_!" Marci finished as she wrapped Gwen up in a hug again, and her lips brushed Gwen's cheek as she giggled right in Gwen's ear, and somehow that laugh was worse than anything she could have said.

Grandpa's hand was on Gwen's shoulder before she could do anything but feel her face burn. She tried to shake him off, but his grip was like iron. "Time to go, Gwen," as he said as he all but pulled her through the three girls and onto the sidewalk.

"Bye, Bestie!" The three girls chorused behind her as Grandpa led her away. "Don't have too much fun!" They called out and giggled.

And Grandpa didn't say _anything. _Not to them or to her. He didn't even let go of her shoulder as he all but marched her back to the sidewalk right in front of _everyone _and it wasn't _fair. _She didn't even do _anything. _"Grandpa…" she said, even though she didn't know what to say next.

He must not have known either, because all he said was, "Not now, Gwen," as he squeezed her shoulder and kept moving. She _felt _every eye on her, but none of them burned as much as the look she was sure her Grandpa was giving her. What if… what if he believed what Marci said? It was gross and wrong and Ben and… and was he going to tell her parents, or Ben's?

Would he make her stay home? She'd been looking forward to this all year and - and -

And she could hear _them _laughing behind her again. She glared over her shoulder as Marci and the other two stepped back out onto the sidewalk behind them, their faces glowing like this was their best day ever. Marci saw her looking and she gave her a huge wave that almost knocked over a boy who was just walking by before she pulled a water bottle out of a side pocket of her backpack, twisted the cap off and lifted it to her lips.

And the words were just there. Gwen didn't even have to _say _them. She barely had to _think _them. She felt the mana jump at the thought and watched as the water erupted out of the top of the bottle, more water than it seemed like the bottle could ever hold. More than enough to soak the blond girl.

The world froze for a heartbeat as everyone stared at the Queen of Angelwood and the girl just stood there, her mouth dropped open in shock as the water dripped off of her, as it made her eyeshadow run and soaked her sweater. Then someone started laughing and that was all it took. Gwen was sure that it was the sweetest sound she had ever heard until she heard the blond girl's outraged shriek a second later and she didn't even try to hold back her smirk. It served her _right. _

"Gwendolyn!" Grandpa barked out again,

"Grandpa…" Gwen tried again as she spun around and looked up at him, as she tried to explain, tried to just _tell him. _

He didn't give her the chance. He didn't even say anything, but the look in his eyes, the disappointment? She'd seen it a thousand times in her life, but never from her Grandpa. He didn't say a word and he didn't need to, that look hurt _more _than everything that Marci had said because it came from _him. _

That look was enough to make her yank her shoulder out of her Grandpa's grasp and send her running. Running like she should have done to begin with, through the crowd as her eyes burned and she sucked in air to keep the tears from falling. She heard her Grandpa call her name again and again and felt people stare and heard them shout as she pushed through them and she didn't care.

Her eyes were on home and this time _nothing _was going to make her stop.

She ran so fast that she had to throw her hands out just to stop when she finally reached the old RV. Grandpa must have oiled the side door because it never opened so smoothly last year, or rang like it did when she slammed it shut behind her.

"How could he? _How could he?"_

Her eyes were so full that she was almost blind, but she still didn't blink away the tears. She didn't need to see in here anyway. She knew the Rustbucket by heart after all this time, and she found her way to the back just from memory. She just wished that the curtain that Grandpa always hung up for privacy was another door that she could slam shut behind her. As it was, she almost yanked it off the rod when she tried.

Then she threw herself down on the couch and buried her face in her arms and tried so hard not to cry as her book bag and every book in it dug into her back. Ladies didn't so she couldn't.

_How _could _he? It wasn't fair!_

It felt like she laid there forever, just on the edge of crying like she really was a baby instead of a kick-ass witch as her stomach twisted in disgust, and then she heard the side door open. Then she felt the RV shift as her Grandpa got in and her stomach went right through the floor as he closed the door behind him and she waited for the yelling.

As she waited for _him _to repeat all the sick thing Marci said and she didn't know…

He was her Grandpa. How could he?

She was ready for him to start screaming even though he never did, so she jumped when she heard him sigh and call her name from just the other side of the curtain. The curtain was so thin that she could hear him shuffle his feet just on the other side before he knocked on the wall next to the curtain and called out, "Gwen? Pumpkin, are you okay?"

She wanted to say no. She wanted to try to explain, to tell him what happened. She wanted to break down in tears and bury her face in her hands while he came in and rubbed her back and told her that - that...

But she was a Larrson and a lady and some things just weren't _done._ So she didn't do anything.

"Say something, Gwen," Grandpa said, his voice heavy with worry. And she heard the rings at the top of the curtain squeak and for just a moment she thought he'd forget all about the rules and just come in, but he didn't. "I don't… What happened? I saw you go running the other way and I knew… I knew something was up. I knew and - and I should have been faster. I'm sorry."

And it was such a lie that Gwen forgot all about being all the rules she'd ever heard as she shoved herself up and shouted, "If you knew then why did you yell at _me?!" _she screamed through her tears and the curtain. Screamed at her _Grandpa_. She never…

He was supposed to be on her side. Sometimes it felt like he was the only one who was and it wasn't fair.

Gwen heard him sigh and she could almost see him rubbing his eyes. "Your hands were glowing, Pumpkin. Not much, not enough for those three to notice yet, but I had to - I had to get you out of there before you did something you'd regret. They're not worth it, Gwen."

The noise Gwen made at that might have been a laugh in some bizarro universe. Like she'd ever regret giving Marci just what she deserved. It wouldn't be evil, it would just be _karma_.

"You would, Gwen. I know you don't believe me right now, but you would," Grandpa said, his voice soft. "I don't know what they were saying before I got there, but I saw… Do you want to talk about it?"

She wanted to, she wanted to so badly, but how could she tell him about all the disgusting things that they said, what if he believed them? It was gross and.. and Ben and… and _he _wouldn't _listen_. He was supposed to and he _wouldn't. _He would just… "Why? So you can tell me I'm a _freak, _too?"

"You're not!" she heard her Grandpa said, the words bursting out of him after a surprised gasp. Then he let out another and it sounded muffled. She could almost picture him rubbing his face as he said, "I can't imagine how hard it is for you, Gwen… All the things you can do and… And I'm proud of you for holding back. I really am."

The words were just what she needed to hear five minutes ago, but they were too late now. She buried her face in her arms and tried to ignore every wet drop she felt soak into her sweater as she tried to pretend that the whole last hour never happened.

And Grandpa wouldn't _let _her. He wouldn't stop _talking. _She heard him let out the soft little laugh he always did before he started a story. "I know… I know it's not the same, but when I saw what you did to the water bottle - "

"I didn't!" Gwen howled the lie into the couch and waited for him to call her on it. Waited for him to start yelling and saying all the things that he _really _wanted to.

But he was Grandpa and he wasn't on her side when he should have been, but that didn't change everything. "I told your cousin once that I was afraid of heights. That I had to climb the tallest tower I could just so I could prove that the fear wasn't in charge, but I never told him why. There was a boy in our neighborhood, Joel something or other, and he never let me forget that I didn't like heights. Not at the pool or the hill we used to sled off of. He used to climb the tallest tree he could just to dare me to climb up after him. Your uncle Gordon got such a kick out of it and that didn't help matters, but I could live with it until the day Joel climbed up the highest tower in town just so he could embarrass me in front of… Well, she isn't important, but that's why I really beat my fear of heights. I was terrified and it didn't matter anywhere near as much as socking him," he laughed a little to himself and she wondered what was so _funny_. "And I did, but he almost… He wasn't worth the guilt. They're not either."

"It was just some _water!" _Gwen yelled at him as her hands burned with magic. It was just water and she wanted to… wanted to… she shoved the magic away as she took a shuddering breath. "She deserved worse! I _wish - !_"

"No, you don't," Grandpa cut her off. "I know you, Gwen. No, you don't."

And it was too much. Too much of his voice in her ear, too much of her mom in the back of her head, and too much of Marci anywhere near her. "Don't - don't tell me what I want!" she said, her voice a shrill scream that made her throat hurt as she jumped to her feet.

"Gwen," Grandpa said, all worry now.

"Shut up! Just shut up!" She barely got the words out before her phone rang.

Rang this time, it wasn't a text, and she jumped because she forgot that she'd been clutching it all this time. She yanked it open and the second she saw Ben's name on the caller ID she shrieked and threw the thing away.

And it went right through the curtain and she heard Grandpa shout as it hit him. She -

She hit her Grandpa.

Gwen hands went to her mouth in horror at what she'd done and she almost collapsed back onto the couch as she stared. As she heard him say, "Ben? No, Ben! Don't go hero! She's right here! She's… No, Ben, she's okay, too. Your uncle called me a few minutes ago and - You don't have to - Just stay put, Ben! I'll be there in ten."

And Grandpa was so quiet after that and it hurt so much that he was out of words for her that she buried her face in her arms and it was all she could do not to cry. Finally he sighed again. "I wish… I wish your grandmother was here. Verdona was always better at this than I am," he said, and there was just so much hurt in his voice that she just wanted to disappear. "Just tell me what you want, Pumpkin, and we'll do it."

"Just go away," Gwen's voice shook as she said those words into her arms.

"Okay," Grandpa said, his voice soft and she heard him stand up. Heard him let out another one of the little noises he made when he didn't know what to do and she knew that he was running his hand through his hair like he always did. And she wanted to run to him and tell him that she was sorry, to tell him everything. Then he said, "Okay, Pumpkin. For right now, okay. I stopped by your parents this morning and your mom put away everything that you wanted to bring. You know where your drawers are if you want to get changed. I - I'll be up front if you want to talk," he offered even though she didn't deserve it. Then he let out a soft laugh and said, "We better get going anyway before your cousin gets bored and comes looking for us."

The words were a joke. Gwen knew that. That only made things worse. She wanted to scream when she heard them because Ben wasn't supposed to use the Watch any more than she was supposed to use her magic, but she was the only one who got yelled at. She was the only one who had to be _perfect _all the time. Ben got in fistfights and no one cared. Ben texted her in class and _she _was the one -

If her mom just -

_Ben. _This was all _his _fault. If he'd just _left _her alone today, if he'd kept his mouth shut about them being _cousins _back in January instead of telling _everyone_. If he'd stood up for her instead of standing there like a log and drooling while Marci _hung _off of _him!_

If - If - If - If he'd just stayed out of her _life!_

That thought seethed inside of her for the whole drive and she didn't move an inch. Not when they drove, not when they parked and waited. She just stayed on the couch, her hands fists and _seethed. _And then she heard the side door open and shoved herself to her feet even as she heard him call out for her. "Gwen? Dweeb?! Where is she, Grandpa?!"

"She's in the back, Ben, but you should - " Grandpa _tried, _but Ben didn't listen.

Of _course _not.

She pushed herself up and let her backpack fall off with a thump as scrubbed her eyes with the back of her hand. If he couldn't see the tear streaks than he couldn't make fun of her crying, too, like she _knew_ that he would because he _always _did. He'd laugh and call her a girl and a crybaby and -

And she _had _to put up with it from Marci. She _had _to, because she knew Grandpa was right, that Sensei was right, it wouldn't be _fair _to give Marci what she _deserved, _but - but she wasn't going to take a word of it from Ben. She didn't care how much Grandpa yelled, the second Ben stuck his stupid face through that curtain and she saw his stupid grin she would -

She didn't even _know. _She didn't even have time to _think _about what she would do before his hand caught the edge of the curtain. He didn't even _knock, _the little _freak. _

"Dweeb?!" Ben called out as he yanked the curtain open. "What happened? Is your - ?"

She felt the scream rise in her throat, the payback for every insult she'd gotten from Marci because of _him _and because he didn't even have the decency to _knock _and - and she was faster than he was. She heard something rip as she grabbed the curtain and yanked it open herself. If she saw anything that even _looked _like a grin she was going to -

She saw him standing in front of her. He wasn't grinning like he did when there was a joke waiting on his tongue. No, he had his hand in his hair like he always did when he was worried. It was like he thought that the world would make more sense if he just made his brown hair just a little messier. She saw his emerald green eyes go wide with shock at her glare, saw them dart around her face and then go dark, and something inside of her shivered as he growled, "Who's getting their butts kicked?"

Some sick, twisted part of herself wanted to hug him just for saying that as much as she wanted to laugh when she heard Grandpa shout Ben's name in warning. She wanted to hug him, so she shoved him instead. Shoved him hard enough that he would have tripped over his big feet if he hadn't caught the counter.

And he just _stared _at her.

That was why she yanked the curtain closed again. She couldn't stand the shock and confusion in his eyes.

The hurt that she'd put there.

\- o - o - o - o - o -

Gwen was sure that if she listened hard enough that she could still hear the campfire roaring outside. That she could hear Grandpa still telling his stories and Ben laughing as they listened to the radio.

Pretending to laugh.

She'd stayed out there for as long as she could. She'd laughed along with Ben and ate the hot dog and s'more that Grandpa shoved in her hands even though they both tasted like ash, but she saw them watching her the whole time from the corners of her eyes.

Saw the worry in their eyes and she just couldn't…

She didn't even know if she made an excuse before she came running back into the Rustbucket. Before she brushed the taste of the food out of her mouth and changed into her pajamas so she wouldn't have any reason to get out of bed when they came in. She'd even set up their bunks so that Ben…

So that he could go right to bed. So he wouldn't have to look at her again. He shouldn't have to.

Gwen wanted to pretend that she was asleep, she'd hoped that if she kept her eyes closed long enough that she would, but she didn't. She laid there for as long as she could stand before she gave it up and went to her backpack instead and the book she'd hidden in it that morning. Her hands brushed her spell book, but she didn't trust herself with magic. Not right now, so she pulled out the journal instead and rolled over so she wouldn't have to see either of them looking at her when they came in. She could mumble a goodnight. She knew she could manage that much even as she lost herself in another woman's life.

It should have helped.

It didn't.

**The boys came home covered in scrapes and bruises again. I couldn't… I wish that their father was home. He's always so much better with them than I am. I tried to talk to them, tried to find out what happened this time and neither of them would say a word, but I'm sure that someone said something about their dad. It's the only thing that sets them both off. **

**And I tried to be there for them as I bandaged them both up, tried not to let it hurt when they said that they were men now and that they didn't need their mother even though you don't need the gift to see - **

**I tried to, honestly, I did, but the whole time I just wanted to find the boys who keep bothering mine and teach them why you don't mess with a witch. I know Nimue would be ashamed of me for even thinking that, that she'd regret ever teaching me, but I couldn't help it. No one touches my sons. **

**The only thing that stopped me was…**

**Was the time I didn't stop. I was so young then and I didn't know a thing about magic, but that didn't mean that I couldn't see… And I knew I should have listened to Papa and stayed away from the party, but it was so lonely in that town and that was the first time I'd ever been invited anywhere since we moved and… **

**And maybe it was the alcohol. I could taste it in the punch even though I pretended not to. It was fun finally hanging out with the other girls even if it was just talking about the movies and how hot Fred Astaire was. I giggled right along with them when Barbara sighed that she'd do anything for just one dance with him and barely noticed that they kept filling up my cup. I should have known…**

**They waited until it felt like I'd drank half of the punch all by myself. That was when they said that they needed to get more and got up. I tried to get up, to follow after them so I could help, but I just fell back into my chair and we all laughed like it was the funniest thing ever. I kept laughing until they came back and dumped a bucket full of water on my head. The four of them burst out laughing as I gasped and said that they thought witches like me melted when we got wet.**

**I knew it was a mistake when I told Dot that I didn't like what I saw in Joseph when I saw them together at school, that I should have left it at that instead of trying to explain, but I did and she must have told everyone else. **

**I couldn't… I jumped out of my seat and stared and stared as they laughed and water dripped off of me. Then they dared me to tell them what I saw now.**

**So I did. **

**I told them **_**everything**_**. I told Mary that Jacob was just after one thing and he'd leave the second he got it. That he would tell everyone just how easy it was to talk his way under her skirt and she'd never be able to show her face in town again. I told Dot that I saw the monster Joseph was hiding, how he would never get it under control and that he would take it out on her and her kids. I told June that Peter was just using her to hide, that he didn't have any use for anyone who wore a dress and she had to be blind not to see it and Barb…**

**I knew that she set it all up, that she was the worst of them all, so I didn't say a **_**word **_**to her. I just smirked and left. **

**I found out that they all broke up a week later and I tried to be happy. I really did. I tried to tell myself that I'd saved them so much pain even after what they did, and maybe I did for three of the girls, but… **

**But I never told Barb that Clint was a good man. That he loved her and that they would have been so happy together. That they would have made each other better just by being together. I didn't say a word of that to her even after I found out. I tried to tell myself that she didn't deserve to be happy, and maybe she didn't, but he did. **

**Clint was a good man. I never had the courage to tell him what happened, but I still hope he can forgive me one day. **

Gwen stared at those words for a long, long time as her fingers worried at the blue post-it note that she'd used to mark the page. She stared until she heard the side door open again and Grandpa say, " - believe that they played that on the _radio!_"

She'd heard so many tones come out of their Grandpa, but she'd never heard him sound like this before. He almost sounded…

"They play it _all the time, _Grandpa!" Ben said back with glee and Gwen _knew _that the doofus was up to _something_ and she should - and then she heard the doofus start to _sing_. "'You other brothers can't deny That when a girl walks in with an itty bitty - '"

"Ben!" Grandpa almost shouted and Gwen's eyes shot up. The man was every bit as red as she thought he was and Ben's grin shouted all the trouble she knew it would. Then Grandpa must have felt her eyes on them, because he looked up and got even redder. "Not in front of your cousin!"

Gwen should have rolled her eyes at that, she should have laughed at how confused the doofus sounded when he asked "Why not?" And fallen on the floor when when he went red a second later. She should have run up to tease them both for imagining that she never heard that song, even if her mom's hand always hit the radio dial so fast when it came on.

She should have.

Instead she just curled in on herself as their smiles died and the worry came back. "How are you doing, Pumpkin? Are you - ?"

"I'm _fine," _Gwen mumbled as she stared at her journal and read - **but I still hope he can forgive me one day - **before she shivered and closed her eyes.

She still felt theirs on her. Even as Grandpa sighed and said, "It's been a long day, Sport. I think I'm going to turn in. We have a lot of driving to do tomorrow."

"Okay, Grandpa," her doofus said and he only sounded a little disappointed as he said it. She didn't have to look at him to know that he was giving the sky one last look before he closed the door behind him. She heard Grandpa slip into the bathroom as Ben came stomping back and pull open his drawer like he always did and she waited…

And then Grandpa came out of the bathroom and Ben walked away. "Pumpkin?" she heard the man call out, "I know that the hot dogs weren't the best. I never should have trusted store bought, but I managed to sneak a bowl of Bun oc I made away from your mother on Wednesday. It's in the fridge if - "

"That's okay, Grandpa," Gwen whispered as she shuddered at the memory of the soup, which was almost good until her dad asked what was in it and Grandpa told them - Snails were almost _normal _for Grandpa, but who put _snails _in _soup?! _

Ben said what she was thinking as he gagged and spat out, "Aunt Natalie _ate _it?"

"Two bowls!" Grandpa said, and he sounded so proud and happy about it that it almost made her regret some of the things she'd thought when she came home from karate and she saw him in the kitchen. Almost. "It's nice to have my cooking appreciated again."

"We appreciate it Grandpa," Ben protested, and if Grandpa heard him mutter, "it keeps away the bugs," the man didn't say a word. Neither did she as he sat down next to her and elbowed her. "Come on, Dweeb, tell me that he's making it up!"

And she wanted to. Heck, she wanted to tell the doofus that it was all true, to tell him how grossed out she was as her mom kept _eating _even _after _Grandpa said what was in it, and to tell him what the surprise ingredient was _after _she tricked him into tasting some first and - and -

And the words were right there and she couldn't say them any more than she could the ones she'd wanted to say all night, but they wouldn't come. Just _thinking _about her mom made her curl up tighter around her book and it took two tries just to mumble, "She was hungry."

And that was that.

Gwen she could almost _feel _them staring at her before Grandpa said, "Okay, Pumpkin. It's there if you want it. Good night," and she whispered the words back night as Ben got up and disappeared into the bathroom for just long enough that he could _pretend _that he brushed his teeth. Then he came back and gave her an uncertain, "Night, Dweeb," and pulled himself up to his bunk.

Usually they fought over the top bunk, but she didn't deserve it today. She stared at the words in the book and came so close to saying that she was sorry, but all she managed was a soft, "Night, Doofus," as she stared at the book and listened to him get shift around and try to get comfy above her.

And listened.

And listened.

And then Ben stuck his head over the edge of his bunk and he sounded so annoyed as he asked, "Are you going to keep your nose buried in that stupid book all summer or are you going to have some actual fun?"

It took a second for her to realize what he said, and the second she did she hugged the book to her chest and rolled over so she could give him the glare he _deserved_ as she shouted back, "This book isn't stupid, you doofus!"

"It's a book. It's _so _stupid," he muttered as he glared at it, and then he got a surprised look on his face. "And what did you _do _to it? I thought you _liked _books!"

"What?" Gwen asked in sudden horror, sure that she'd somehow spilled something on it or ripped it even though she didn't know _how, _before her eyes settled on the dozens of different colored post-its that were sticking out and that he was staring at. "I didn't do anything! Those are bookmarks! It's not like I could use a highlighter!" She didn't _dare. _

"You're only supposed to use _one _so you know where you fell asleep, you nerd!" he teased with a laugh as he pulled his head back and disappeared. "You must have dozens!"

"Only a couple!" she shouted as she glared up at his mattress and - and there wasn't any way she was letting _him _have the last word. Not about this! So she jumped out of her bunk and spun around so she could pull herself up to his. He didn't even blink as she settled down next to him, but he did make room for her as she planted her butt down next to her and shook the book and all its bookmarks at him. "All the different colors mean something different! See?" she said as she ran her fingers over the rainbow she used and pulled the book open to the first yellow bookmark she touched. "The yellow ones are all experiments that she talked about and that I want to try!"

She had already done a few, the ones she could at home. It wasn't the first Lima bean she'd planted for science, but it was the first that she'd ever cradled every day in hands that glowed with mana. She was ready for the thing to explode like all the charms she tried to make and it did, kinda. It exploded straight up. It was as tall as her after only a couple of weeks and flowering after three. Fortunately, it's growth slowed down after she stopped feeding it mana, but there was some part that wondered if she'd come home and find a beanstalk in her backyard just like the one in the fairy tale.

That was just one of the ideas that the woman who wrote the journal wondered about. There were _so _many more…

But she couldn't stop thinking about the next one. **If I can add mana to something, could I take it away, too? Nimue got so quiet at the question before she shook her head and murmured that only the darkest of spells and people did such a thing. That it was wrong to **_**take.**_ **And maybe it is, but I keep wondering if anyone has ever tried **_**asking. **_

She read the journal twice after that, trying to find out if the woman ever did as she tried to get up the nerve every time she saw that Lima bean, but how do you ask a _plant? _She'd been wondering ever since she read those words and she still didn't know. There was so much that she was trying to figure out, but the next question he asked was _easy. _"How do you know it was a she?"

So easy that she just sniffed and lifted her chin. "Because whoever wrote this made sense, so it couldn't be a _boy." _

She saw Ben's jaw drop and she almost bounced as she waited for his comeback, but Grandpa beat him to it. "Thanks, Pumpkin," she heard him call back from his bed at the breakfast nook.

And she ducked her head. "I didn't mean _you, _Grandpa." No one made more sense than her Grandpa, but she couldn't imagine him writing a _journal_.

Ben rolled his eyes as he poked at the book. "Like what?"

Gwen glowed again as she kicked her bare feet back and forth and flipped through the book in her lap so he could see, too. "The green post-its are all the times she talked about where she lived. She must have moved around even more that Grandpa because she talked about so many different places and she talked about all them like they _felt _different to her, so this summer is perfect! I want to know…" she said, and then she frowned and leaned closer as she admitted. "Maybe, maybe if it feels the same to me I can figure out where she was. Maybe I can track her down like that." She wasn't having any luck any other way. She'd read the book straight through _twice_ and the woman never slipped up again like she had when she said Nimue was a woman. She didn't even _name_ anyone else who mattered_. _It was just the boys this and the kids that and a husband who flickered in and out of the book. She loved how smart the woman was, but she wished she was just a _little _less clever.

Not that Ben cared about any of that. His frown just got deeper as he glared at the book like it was a snake or a clown or a clown snake. Then he just snorted. "Boring. I thought it would teach you something cool like how to really fly instead of just surfing on your magic"

"Why would I need to know that? I have you for that," she said without thinking and she regretted saying it the second she saw his grin. No, not a grin…

He was _smirking _at her. She closed the book and came _this _close to smacking him with it for looking at her like that over the compliment that she accidentally gave him and just _barely _meant when she realized that he'd been smirking at her ever since she pulled herself up to his bunk. He -

"You tricked me!" The _Doofus! _He _tricked _her into _talking _to him! The… she… he…

She ducked her head as he laughed and said, "Duh. Wasn't even hard."

Gwen knew that she should have been _furious. _She still came _this _close to jumping out of his bunk, or pushing him out of his and she opened her mouth so she could scream at him as she figured it out because screaming always worked. Except she didn't scream. She just hugged the journal to her chest instead and asked, "Would - " before she bit down on the word and ducked her head. She pressed the book against her mouth so he couldn't see her, so she could muffle the words, but she'd been wondering all night and she couldn't stand not knowing any more. "Would you have really?"

"Fly? I _better_," Ben said as blinked at her before he looked up at the ceiling and grinned. "The summer's going to _stink_ if I don't. And if I'm going up anyway I _guess _you can come with."

"No," Gwen said with a shake of her head even as her lips curled into a smile behind the book. Stinkfly earned his name, but it was so much fun seeing the world from on his back or in his arms, but that wasn't… She looked at him through her bangs and wished that she'd left her hair clip in when she went to bed before, but she hadn't and the loose hair was driving her nuts and - and she wanted to see his face when she whispered, "Beaten them up?"

And his smile melted into the same scowl he had before as his hand went to his watch. "I still can. We aren't that far from home," he growled the same growl and her stomach did the same strange flip when he did. "Just tell me who."

She reached out and covered the watch in her hands and she wanted to see his face, but she didn't dare so she looked at their hands instead as she pressed on even though she didn't know what she'd do if - if he took _their _side, too, but she had to know. "You don't - don't you want to know what happened?"

And Ben went so quiet - thinking quiet - before he shrugged. "They…" he said and his voice trailed off as he waved his hand at her like the words were too much for him. Then he shrugged, "What else do I need to know?" he asked, and he sounded so confused by the question.

Gwen stared, she couldn't help it any more than she could help the words she growled out. "I don't need _you _to beat up people for me, Ben! I can - !"

"Duh," was all that she got out of him. That and an eye roll as he rubbed the arm that she'd clipped in Karate yesterday, "but we're partners. What kind of hero would I be if I didn't watch my sidekick's back?"

For just a second she didn't care what _anyone _else thought, not even her, she just wanted to give him a hug. Her arms almost _ached _with the need to, but she shoved her crazy away like she always did as she said, "Not your sidekick." It was the hundredth time she'd said those words, usually she shouted those words. Usually she ended them with a smack to his shoulder instead of just staring at her knees, but she couldn't. Not after…

Ben just squirmed in the silence that followed for all of ten seconds before he tapped the Omnitrix again. "So, you wanna give me a name or what? We can be there and back before Grandpa even - "

And it was _so _tempting. It was the last time he offered, too, and - and it wasn't like Ben would _hurt _them. She knew him and - and he wouldn't. He'd just… "No," she whispered at him as she hugged the journal tighter. "You don't have to, but thanks for - " she said as she smiled at him even if she couldn't meet his eyes. "They're not worth it."

"Girls," she heard him mutter and she wondered if she was supposed to, but it wasn't like Ben did _subtle. _Then he butted her shoulder and snorted at her. "I'm not a total Doofus, you know. I know what you're up to."

Gwen jerked her head up so she could look at him before she jutted her chin out. "You so are. And what am I doing?"

The boy faked a glare as he grabbed at the mattress that they were both sitting on. "You're trying to make me feel _bad _for you so you can trick me into giving up the top bunk!"

Her hand went to her mouth as she giggled at him because he was _such _a doofus. "I don't have to _trick _you to get the top bunk, Ben!"

"Sure you do!" He declared as glared at her and all but dared her by saying, "There isn't any other way that you could _ever - " _

That was as far as he got before she leaned over and kissed his cheek.

Her hands barely beat the laugh out of her mouth as he bounced out of the bunk and away from her like she was _Vilgax. _He always got red, but in the past few weeks he started _freaking _whenever she teased him like this and it only made it better. She watched his eyes open so wide she should have been worrying that they were going to fall out of his head if he didn't look so silly and she _loved _it. She started to reach for her phone so she could take another picture when she remembered…

Her smile faded for a moment as the whole day came back to her, all the things that Marci said and what happened to her phone and…

And if Marci saw _that _then…

Then…

Then it wouldn't matter. Marci would say whatever she wanted to anyway. Gwen tried to tell herself that, tried to make herself believe it. She tried, but it was easier to just watch Ben stumble back against the wall like she shot him instead. Easier to giggle into her hands than worry about it as he yanked open the curtain and shouted, "Grandpa, make Gwen fight _fair!" _

It was easier listening to the Rustbucket ring with the man's sleepy laugh. Easier until Grandpa called back, "Gwen, stop kissing your cousin."

And it was her turn to blush until it hurt. Until she remembered that Ben wasn't… that was just gross and she couldn't even _imagine_. She brushed her bangs away from her eyes again as she stared at the boy in front of her with his messy hair and the faded Sumo Slammer t-shirt and dark blue shorts he was wearing for pajamas, the boy who wasn't even looking at her at _all _now as he tried to growl out a "Grandpa!" and -

And _ewwwww - _she'd never!

But - but he was still her Doofus and she could tease him as much as she wanted. Her face burned but she made herself grin as she made a show of stretching out on the bunk that had been his for almost five minutes and that she'd won fair and square and pulling his covers over her. Then she settled onto his pillow and tried to sound so bored as she said, "Calm down, Ben. It was just a little kiss on the cheek. You're going to give yourself a nosebleed."

"Wicked, wicked witch," she heard him mutter as he glared back and then hurried into the bottom bunk. She was sure it was so he couldn't see her looking at him, as sure as she was that he was glaring up at her right now and that just made her laugh harder. Hard enough that she didn't even care when he turned off the light just so she couldn't read anymore. She just slipped the journal under her pillow and closed her eyes.

But she still couldn't sleep, even though she tried. Not even when Ben started snoring under her. She took a deep breath and she smelled the leftover stink from her Grandpa's cooking again and engine grease and felt at home for the first time in she didn't know how long. She didn't even know how much she _missed _this until now, how much she needed it and - and she was so tired and wide awake all at the same time even with all of that and nothing was going to change until -

Until -

So she slipped out of her bunk and froze the second her feet hit the floor and Ben's snoring stopped. She stayed frozen even after it started again, stayed there and glared at the lump that didn't even twitch on Ben's bunk before she sighed and padded up to the front of the Rustbucket. Her courage lasted all the way until she got to the foot of her Grandpa's fold-out bed and then her hands wrapped around her middle again as she watched the big man sleep. As she watched him wake up and look at her and mumble out a surprised, "Pumpkin? What's wrong?" he asked as he pulled himself to the edge of his bed.

"Why - " Gwen tried to ask before her mouth got too dry and she had to make herself swallow. "Didn't you hear what they said?" she mumbled, terrified that he had and scared because he… She blinked away tears as she asked, "Why did you take their side?"

She was always surprised that a man as big as her Grandpa could move so fast, but today he outdid his best as he jumped up and wrapped his arms around her. A part of her wanted to push him away again, but she didn't have it in her. Not twice in one day. "I didn't, Pumpkin. I swear I didn't," he mumbled into the top of her head. "It wasn't about _sides. _If it was… Well, there's a plasma cannon in the nose of this old girl for anyone who hurts my Pumpkin," he said as he gave the booth a fond pat and she laughed because for anyone else it would have been a joke but this was her Grandpa and she knew that it wasn't. It was easy to let him pull her into a hug after that. Besides, his hugs always felt so good and he never said a word when she cried into his shirt. "I didn't care about them. I just didn't want you to do something that I knew you'd regret."

"I know," Gwen whispered as she hugged him harder. "I'm sorry I got so mad. I didn't mean to throw my phone at you."

"I'm a big man, Gwen. I can take it. And so can your phone. I left it on the counter for you. I'll give this to Ben, he did a heck of a job on them," he said and this time she laughed, too. He brushed at her hair as he said, "I didn't hear what they said. It was too noisy for these old ears, but I'm here if you want to talk about it."

And she wanted to. She wanted to believe him as much as she wanted to stop the storm of thoughts in her head and she couldn't. They all just jumbled together. She wanted to tell him everything and she didn't because he might still believe them and she knew that Ben was listening just because of his snore was so fake now and it had been ever since he started up again and she wouldn't hurt him for anything in the world. "They were just being mean," she mumbled.

"If you change your mind…" he offered and she leaned up on her tiptoes so she could kiss his cheek for offering. He just grinned at her as they sat down on the edge of the bed. "I heard you talking to Ben before. if you want I can take him somewhere so you can have some peace and quiet when you try - "

"You don't have to," she cut him off as she took the tissue he pulled out of somewhere like he was the sorcerer and not her. "He won't bother me. I'm used to the Doofus and I can't believe I just said that," she said, and her eyes almost crossed in surprise even as she wiped them.

"Me neither," Grandpa said, his face a stone until he grinned and then she giggled. "You said… you said that places felt different to the woman who wrote the journal. Was there anywhere special that she - " he asked as his eyes drifted to the wall.

He'd been so many places that he could probably picture them just as well as the woman had. Gwen leaned against him. "She made it sound like she'd been _everywhere. _She talked about cities and how they made her feel like there were ants all over her, and deserts which just made her sad and… and I think her favorite spot was a pond she kept talking about. She said… she said that her husband used to take her there and it was the only place that ever felt…" and she caught herself before she said because it always felt so personal when the woman talked about the pond and she still didn't know if it was right to read her _journal, _much less… Was this any different than what Marci did? She wasn't sure, but she knew she wasn't doing it to be mean and she had to talk to _someone_ about what she read. Besides, this was Grandpa. He knew everything anyway. "She said it was the only place that ever felt magical." She laughed to herself. "Maybe she's the Lady of the Lake and the book is a _lot _older than it looks."

"Maybe," Grandpa said, his voice distant even as he smiled. Then he shook his head and added, "Maybe it's just a woman thing. Your Grandmother…" Gwen's breath caught. Grandpa _never _talked about her and now he'd mentioned her twice in a day. Maybe… "She always used to love the water, too. Beaches, lakes… We'd spend days looking for the best spots every time we moved and… and I remember you having fun at the beach, too, young lady. You swim like a fish," he teased as he poked her side.

She slapped away his hand before he could poke her again and tried to glare, but she couldn't. She couldn't keep the disappointment out of her voice either as she said, "I _guess." _She wished she knew more, but this was a start. Her daddy was finally telling her stories about Grandma, and Uncle Carl said he would, too, that one time she'd talked to him on the phone, but she wanted to hear Grandpa's and he…

At least he was mentioning her now. It wasn't much, but who knew what she'd learn by the end of the summer?

"So we'll make plenty of time for that, but is there anywhere else you want to go?" Grandpa asked. And then he turned his head to the back of the RV and raised his voice just a little as he called out, "That goes for you, too, Ben! Just let me know."

And she laughed. She should have known that Grandpa wasn't any more tricked than she was. Ben came clomping out from the back a second later and even in the dark Gwen knew he was staring at the window behind them and she rolled her eyes. "You got lucky once, Doofus. Do you really think that another Omnitrix is just going to fall out of the sky?"

He shot a look at her and said, "It might!"

"What would you even do with _two _Watches?"

And he didn't even stop to _think. _He just gave her that grin that she _hated _so much and said, "Be twice as awesome! Duh!"

"You are such - " she said with a shake of her head before she turned back to her Grandpa because he made _sense_. "There is somewhere…" she started to say before she worried at the tissue and wondered if she should. It sounded like fun, but she didn't want to drag the two of them with her if they -

Ben didn't wait for her to finish thinking, but he never did. She didn't even expect him to anymore, but she couldn't believe what he said. "The World Karate Federation is holding their own Rumble in the Jungle at Madison Square Garden in a few weeks. That might be cool." And she just stared at him in the dark. She'd told him about it a _dozen _times, but he never did more than grunt at her when she did and she thought…

He was trying to hide it and act cool, but she could hear the excitement in his voice now. And so could Grandpa.

"I think we can work that in," Grandpa said with a surprised noise. "You must really be liking karate, Ben."

"It's all right," the doofus muttered and she knew he was shrugging at them because he was a _boy_ and he thought it sounded _cooler. _

She rolled her eyes and looked at her Grandpa. "He's doing great! Sensei is always saying how good he is! He has been since the doofus started!"

"Like that means anything. I'm the only newbie who could even _walk _out of that class," Ben scoffed. "And he so doesn't. He just looks at me and says 'adequate' a lot."

"What do you think that means in Sensei?" Gwen asked as her hands found her hips. Honestly, what did he think that the Sensei would do? Smile? You had to _earn _those, and they were better than every award she ever got in school. "Mr. Yamamoto doesn't say anything that he doesn't mean."

"So he means it when he said that I'm just as good as you were when you started? Maybe even better. His words, not mine," Ben crowed at her.

"He did not!" Gwen said as she bounced up to her feet. "Just because you got your gold belt a _day _quicker than I did doesn't - !"

"Sensei doesn't say anything he doesn't mean," Ben parroted back as she got in his face and she could have hit him if Grandpa didn't start laughing and cut her off.

"So we're heading to New York City. Anywhere else?"

Gwen sniffed at Ben's shadow, then she sighed. "The new Sumo Slammer movie is coming out in a few weeks. I heard that they're showing it on Imax and I'm sure that I can find a theater somewhere…"

The RV went so quiet after that until Ben broke it with, "And I guess it wouldn't _kill _me if we had to go shopping."

"Or to an arcade," Gwen said, it should have been a sigh but it was hard to sigh through a smile.

"Paintball?"

"You're going to look like a Pollock painting if we do that," Gwen said with a laugh and a dare. When he didn't say anything after a second she added. "He's a painter." Then another second went by and she _knew _he was playing dumb now, but that didn't mean she couldn't play along. "I'll kick your butt."

"As if," Ben said into the dark, but there wasn't any anger, just the challenge. And then he called out, "And kick some bad guy butt!" He said as he brought his hand up. When she didn't move he wiggled it in the air and said, "Come on, Dweeb, you know you want to."

Finally, with a sigh and a shake of her head, she high-fived him back. "And kick some bad guy butt," she said and somehow she kept herself from grinning back. For a second, anyway.

"I'm hoping we can avoid _that," _Grandpa said, his voice firm. "Last year was more than enough for - "

His voice died when something at the dashboard buzzed and a dozen red lights started flashing. The three of them spun to look at it and Gwen sighed because she thought that they'd broken their old record already and they'd spend tomorrow looking for a part, then something glowed green and a map of the world threw itself over the windshield. Ben took one look at it and went running to the front as he screamed, "_I TOLD YOU SO!_"

She was just a couple of steps behind him as the radio crackled to life, "_Recon Bravo Bravo Tango calling code Red! Requesting immediate backup! Hostiles - " _There was only static after that.

Static until a new voice broke in. A woman who sounded as tired as Gwen had ever felt in her whole life when she said, "_Roger, Recon Bravo - Bravo - Tango! Avalon reads. No units available at this time! Disengage and report! Repeat, disengage and report! Over!"_

"Grandpa?" Gwen asked, her voice a whisper against the static. "What does - ?"

Ben shouted, "Hero time!" before she could finish.

"Trouble," Grandpa said at the same time, his voice tense as he slipped between them and sank into the driver's seat. He looked at the map which was starting to draw in until it just showed North America, and then the United States. "Come on, old girl, you can do better than - "

Then the man radio came back, but he left what was left of his calm behind as he shouted, "_Avalon, we're surrounded! We need back-up! Repeat! We need - " _and then there was another scream that started before the radio gave out.

Gwen sank into the passenger seat at the scream as Grandpa started the engine. It rumbled to life like it was waiting all year for this, too. Ben didn't move, but she could almost feel his fingers digging into her seat as the map kept expanding across the windshield like they were coming in for re-entry and more and more of the world fell away until there was just California. She tried to imagine where it would settle, whether it would some city or some army base or a power plant.

She never thought for a second it would stop in a park she'd taken a field trip to. She still didn't even after the words **Redwood National Park **flashed across the windshield and a red dot started blinking inside its borders. "Is someone trying to steal the trees?" she asked as she tried to imagine what else anyone would want there.

Or why they weren't moving. "Grandpa?" She asked as she looked at the man who wasn't smiling at all, or hitting the gas. He was just studying the map with the same serious look she saw in the mirror when she was studying for her finals.

Except his knuckles were a lot whiter around the steering wheel than hers ever got around a pen and she didn't know _why_. "Grandpa! What's wrong?! They need our - !"

Ben leaned forward and tapped at the glass. "Grandpa?" he asked as the red and green lights played on his arm and she could almost hear a frown in his voice. "Isn't that where we went to work on the Watch?"

"It figures that I picked the wrong park for our first night camp-out," Grandpa muttered and Gwen knew that Ben was right. Then he hit the gas and left the camp site in a cloud of dust and with such a surge that Gwen caught Ben so he wouldn't fall. "Buckle up, you two," he said as he reached down for a lever by his side. One she only ever saw him touch three or four times in her whole life.

Ben sank down in the seat next to her and at any other time that would have meant a twenty minute long shoving match, but this time she just yanked the seatbelt down and handed it to him without a word. It was a tight fit, but they managed.

Grandpa pulled the lever and pressed the button on top the second they hit the road. Gwen winced as the squeal of metal on metal filled the back of the RV and the whole thing shook her right through her seat. Then the noise stopped and the roar started.

The road flew by as they were pressed back in the seat. It was still the loudest thing she'd ever heard, but Ben managed to be louder as he elbowed her and crowed, "I told you so! This summer is going to _rock!_"


	12. Fumbling in the Dark

**Chapter Twelve: Fumbling in the Dark**

_Inside the Rustbucket_

_Redwood National Forest, California_

_May 29, 1999_

_12:05 AM _

" - until you see the place!" Ben shouted as he raced her to the back of the Rustbucket and his voice did almost as good a job at filling the RV as the jet engines had. "Even _I _thought it was cool! A nerd like you - Grandpa! We should bring a pillow 'cause Gwen's going to pass out when she sees - !"

"I am not!" Gwen shouted over her shoulder at him before he could finish whatever it was he was going to say. Like she hadn't heard it all _already. _Like he hadn't been teasing her about this secret base for _months _now. About how cool it was, and how _bad _he felt that they didn't bring her. As if she bought a word of _that. _"And it _can't _be that cool!"

"It so is!" Ben said and he sounded so smug that she could have hit him if she wasn't clutching her Plumber's suit against her chest.

"So not! We've been to Mount Rushmore, Doofus!" Gwen said as turned her head and stuck her tongue out at him because _that _place was cool. That base was like everything that her dad's weird old made up books about the future brought to life. Books she wouldn't have even looked at if she didn't recognize the name on one of the covers. She _still_ couldn't believe that one of her favorite science writers wrote about robots and a galactic empire when he was young and silly. "_That _base was cool!"

Not even her Doofus had a word to say about _that! _She smirked over her shoulder at him as she grabbed the curtain and yanked it closed behind her. Then she tossed the blue and gray suit down onto the bottom bunk and grabbed the hem of her pajama top and pulled it up. She had to remember to grab her phone the next time she went by the kitchen counter, the faces that Ben made when she _won _were almost as good as the blushes he got when she teased him.

Two photos she completely missed just because she got angry. So not fair. But she left Ben _speechless, _so she'd -

"Mount Rushmore doesn't count!" Ben shouted as he yanked open the curtain. "And we didn't see any of the good - _What are you doing!?" _He shouted so loud his voice broke and she heard something heavy thump against the floor even over her shocked scream.

Gwen felt her face burn as she yanked her top back down. "I'm getting _changed, _you_ doofus!" _she shrieked back at him as she spun around to give him a shove, but he was already down on his butt. There wasn't enough light for her to see if he had the decency to blush, but his eyes looked _huge_ and it _so _served him _right. _ "I closed the curtain! What did you _think - ?" _

"_Why_?" the doofus said as his voice broke _again _as he threw an arm over his eyes and he scrambled away like this was the first time that they'd ever accidentally walked in on each other getting changed. She hated it, but the Rustbucket _so _wasn't roomy and it was such an easy mistake to make. Usually they just shouted at each other for a few minutes and blushed, but Ben never fell on his butt before or shoved his hands over his eyes like he was afraid he was going to melt if he saw her back. Not since the first time, anyway. A part of her wondered why he kept acting so _weird. _The rest of her just smirked because it served him _right. _

"Because I'm _not _wearing my pajamas under this!"

"Why not? I am!" he shouted back as he got up and turned his back on her.

She waved her hands at him even though he couldn't see her because she was wearing _real _pajamas and the Plumbers suit got so hot after a while and he was just wearing shorts and a t-shirt like she was going to change into. "You're not even _wearing - "_

"_Recon Bravo - Bravo - Tango, report. Repeat, this is Avalon, Recon Bravo-Bravo-Tango, report," _the woman on the radio cut in before she could tell Ben just how much of a doofus he was being and she felt her heart in her throat again because the woman sounded so desperate for an answer and she just stared at Ben's back as he stood a little straighter, as he set his shoulders and -

And they didn't say another word about him barging in. He just bent over to pick up his Plumber's suit from where he dropped it while she pulled the curtain closed again out of habit and her pajamas were on the floor a second later. Getting changed barely took a thought and the only thing that slowed her down at all was the fact that - "Grandpa, the suit shrunk!" Ben shouted before she could. "And why do I even have to wear it? It's hiding my guns!"

"Guns? Your arms aren't even water pistols, Ben," Gwen teased as she pulled the curtain open again because teasing was easier that admitting that her stomach felt like a lead brick, easier than dealing with the fact that she'd been listening to the radio the whole time and hoping that the man would come back, that he would say that they beat the bad guys by themselves and everything was fine even though she wanted to beat something up so bad.

But not bad enough that someone had to get hurt first.

Even listening to Ben moan about how they couldn't go hero after would have been better than that because she knew her doofus and she knew that he wouldn't really mean it. He loved being a hero, but she saw how quiet he got after and -

\- and she followed him back up to the front as best as she could when it felt like the suit was riding up _everywhere. _"And not even Supersoakers!"

Ben gasped at that and she just _smirked _at him as she waited for his next move. She was so sure it would be another insult, but he just smirked back at her as he made a muscle. "Shows what you know," he crowed as if she could see _anything _through the gray and black material of the suit. They were tight, but they weren't _that_ tight. "Karate gave me _guns!"_

"We don't know what we're walking into, Ben," Grandpa said, his voice firm as he drove. He had his eyes on the dirt road in front of them, but Gwen didn't even know how he could make it out. Except for the tire ruts it looked just like the rest of the woods all around them. "And I want us ready for anything. So helmets on, you two."

Gwen eyed the helmets that Grandpa had pulled out with the suits and left on his bunk in the split second he'd stopped so he could pull on his own suit and shuddered. "Do we have to? Mine _stinks." _

"And mine won't do anything _anyway,"_ Ben said with a nod. "Not after I go hero."

"What did I tell you last time?" Grandpa said, his voice getting that rumble that it got right before he got mad.

"Fine," Ben said with a roll of his eyes as he scooped up his helmet.

Gwen gave them both a look as she fought her curiosity down for a whole second. Then she leaned in close to Ben and whispered, "What did he say last time?"

Ben shot her a look as he whispered back. "To do what I was told," he said and he rolled his eyes as he scooped up his helmet. "I hate when he gets like this," he muttered before his face disappeared under his helmet.

His words ran through her head as she stared at his visor, but she couldn't see anything through it. Not even her reflection, or his eyes. She fought down her shudder as she picked up her own helmet. She couldn't _stand _the thing, and she _hated _it when Ben wore his. Everything in her said it was still Ben, but she couldn't see his eyes and…

And the world went black for a heartbeat as she pulled her helmet on. She dug her hands into the stuff that kind of felt like metal as she tried to remember everything Grandpa told her about how to put it on, that she couldn't get trapped in it, and it still took her forever to remember the last little twist that set it in place. A second later a dozen lights winked on in front of her eyes and she felt the cool air hit her mouth. Cool air that she sucked it in.

Then the world came back, and Ben was watching her, or his visor was facing her anyway with his head tilted just a little. "_Good?" _he asked, his voice right in her ear.

She looked around and tried not to think about how she could feel the helmet squeezing her head. "All green," she said and she jumped as her voice echoed back at her.

Ben just nodded, then he spun around again and she saw him pull at the butt of his suit. "_We're all set, Grandpa! But can we do _something _about these things? Not even _Cash _gives wedgies this good!" _

"_What? Oh, sorry!" _Grandpa said, his voice muffled because he didn't have his helmet on yet, and Gwen let out a breath because he did _something _that made the suits expand enough that she could actually _move _and because the man sounded like himself again. He even gave them an embarrassed little smile as he looked over his shoulder. One that quickly changed into his Grandpa smile. "_You two have gotten so big…" _

"Grandpa_," _they said together and Gwen didn't look at either of the boys, but she was glad for the helmet for the first time. At least _that _hid her blush.

"_What? You have!" _Grandpa said as he turned back to the road. "_I remember when you two were so small that I could hold you both in my arms." _

Ben looked at her. "_This is going to end in baby pictures, isn't it?" _

"Not if we find them first!" Gwen all but swore as she eyed the walls of the Rustbucket again. They'd found so many of the secret compartments hidden in this old thing last summer, but there always seemed to be more. And they never found the one that Grandpa used to hide _those _pictures. If she had to look at one more photograph of her and Ben in a crib together again, or worse, the _bathtub... _

Or the absolute nightmare, if _Marci _ever found them. She'd hidden all the ones her mom had just because she _so _would show them off, but Grandpa made hiding stuff an art.

It didn't matter, those pictures had to _g - _

"_Recon Bravo - Bravo - Tango, report. Repeat, this is Avalon, Recon Bravo-Bravo-Tango. Report." _the woman said again, this time right in Gwen's ears. This time she heard everything that she couldn't through the scratchy old radio that the Rust Bucket had. This time she realized that the woman was _crying. _Not enough to keep her from doing her job, but Gwen heard her too quick breathing, heard her sniffing. And then she didn't have to hear clues, the woman's voice just broke as she asked, "_Is _anyone _there?" _

"_That does it," _Ben muttered as he reached up for the small button that Grandpa had shown them that was hidden under the chin of the helmet, just across from the air hose.

"_Reco - "_ the woman started again while he was looking for it, and then her voice went dead

Gwen panicked for just a second until Grandpa's voice cut in. "_We can't, Ben." _

"_Why not?" _Ben asked as they spun around and she saw Grandpa's hand coming back from a radio that he'd just switched off. "_Can't you hear her? I just wanted to tell her that the cavalry was on the - "_

"_And what if the bad guys hear it?" _Grandpa asked. He sounded calm, but that wasn't right. Grandpa didn't _sound _calm. He _was _calm. He didn't snap at them, he didn't turn off the radio or squeeze the steering wheel like he was mad at it.

And she didn't wonder if he was lying.

Gwen stared at the back of her Grandpa's head as she walked up so she could see his face. "How_?" _she asked as she scowled because what he said didn't make _any _sense. The messages might be coming out of a speaker, but she didn't believe for a second that the Plumbers were _using _radio. And it wasn't like they were broadcasting in the clear, either. Not the Plumbers. _Anyone _could have heard it if they were, and she'd never seen _anything _on the message boards.

And she'd looked. She'd started looking the second Grandpa told them the truth. She'd read plenty about the Men in Black, which she _had _to ask him about because she was sure that they were tied to the Plumbers somehow, but there wasn't anything-

"_It doesn't matter," _Grandpa said instead of answering _anything. _"_We're here." _

She barely shared a glance with Ben before they both raced up front and pressed their noses against the windshield. They barely got a glance before Grandpa turned off the headlights, but it wasn't like there was anything to see anyway. It was just a clearing surrounded by trees, there weren't even any of the huge trees around that the park was famous for. She should have been disappointed.

She knew better. She eyed the ground and waited for it to drop away, for it to lower them into a wonderland that she could barely believe existed.

She waited for that, not for Ben to shout, "_This isn't the right place!" _

Or for Grandpa to open his door and slide out as he pulled his own helmet on. "_We _just _got a distress call from here, Ben. We're not going to walk in through the front door." _

"You have to forgive him, Grandpa," Gwen said as she scrambled over the seat after him. "Ben _likes _getting shot at."

"_Better than fireworks," _Ben said and it should have been a joke, but it so wasn't.

"You're going to make some psychologist rich one day, Doofus," she said with a shake of her head because _that _should have been a joke, too. Then she dropped to the ground after Grandpa and stomach kept going even after she hit the ground. She _wished _that he would - "It wouldn't kill you to take this seriously," she muttered.

And forgot that she was talking into a radio until Ben laughed in her ear and said, "_It so would," _as he jumped out behind her.

"_That's enough," _Grandpa said as he looked around the clearing for something.

Gwen looked over her shoulder and saw his visor looking right at hers with that. She didn't have to see his grin to know it was there, just like he didn't have to see her smirk before she started running. "Bet I find it first!"

"_You're on!" _

The clearing was big enough to hold ten Rust Buckets, or it would have been if one of the trees hadn't fallen over the back half and the bushes and leaves that were everywhere. Bushes she only hesitated at a little as she reached into them and tried not to think about all the bugs and stuff that made a home out of them. Bugs weren't a worry, but snakes might be. Grandpa did warn that the suits didn't help with knives nearly as well as they did against plasma and fangs weren't anything but small knives…

But that only slowed her down for a second as she looked before she got up and ran. In the end, even with their race, they both ended up in the same place. A tree stump that was even wider than Grandpa was tall and came up to their knees. For a second she thought it was from the tree that fell over, but that one still had its roots and the top of this was cut smooth. She gave Ben another look before they hit their knees. "_Finder gets top bunk!" _Ben shouted.

"_For the week!" _Gwen added as she ran her fingers over the old bark.

She was _this _close to grabbing her spellbook out of its pouch on her thigh when he crowed, "_Who's the best!" _

"Cheater_!" _

"_Don't touch it, Ben!" _Grandpa warned as he finally caught up and knelt down.

"Why not?" The doofus asked because of _course _he would.

Gwen forgot all about their bet as she hurried over as Grandpa knelt down besides Mr. Hero and the little paperback sized hatch that he'd found. It looked just like the rest of the tree on the outside, but on the inside…

"A hand-print scanner_?" _she asked as she stared at the glowing green outline that shined to life on the screen inside the stump, impressed until she realized the problem and looked down at her black glove. "But how?"

"_That's just what it looks like," _Grandpa said as he pressed his hand against it. "_A couple of dozen little spikes are talking to my suit right now. The glove is too thick for me to feel it, but it's a nasty surprise for anyone who gets nosy." _

Gwen shuddered as she heard Ben gulp and clutch his hand to his chest. The _I told you so! _was right there, but she swallowed it down as she hid her hand behind her back. "Did anyone ever tell the Plumbers that you can be _too _paranoid?"

"_No such thing," _Grandpa said as the plate flashed green and he pulled his hand back. Gwen looked this way and that as she waited for the grass she was standing on to start lowering, but it didn't. Instead the whole huge stump - which should have weighed tons swung up on a hinge like it didn't weigh anything at all. She couldn't take her eyes off of it, amazed that something so huge and heavy could move so smoothly.

The other side of the trunk was cut just as smooth as the top, but it had a carving of a snake eating its own tail that wrapped around what looked like a map of Earth carved into it. Almost, but whoever did it never bothered to look at a globe. All the coastlines were wrong and there were extra islands _everywhere. _Her eyes darted around as she tried to take it all in, but the carving was huge. It took up almost the whole stump and looked perfect except for a little iron wheel that was red with rust that was sticking out of the snake's eye. She stared at the carving, sure she'd seen it before, but she didn't know where…

And then she finally looked _down. _

"A tunnel_?" _Gwen asked as she stared past the roots that were growing down over the edge and there _had _to be something wrong with her helmet because her voice sounded like it was coming from so far away as she stared straight down into the inky dark. Red lights came on a second later, just enough for her to see the ladder set into the wall, but she couldn't see the bottom and -

"_You know what?" _Ben said and her hand went to her helmet because she _knew _there was something wrong with it because he sounded so _serious _as he said, "_I've got this. You two should just stay in the Rustbucket and relax. I'll be back in five." _His hand was on the watch a second later, which looked like it belonged in the space between the suit's arm and the glove even though she'd seen it a thousand times, and she'd touched it almost as much, and she _knew _that the edges were smooth and there wasn't any way for the material to fasten on to it, but it always managed. She stared at it as she tried to figure out how it worked because if she didn't she'd have to stare down into that pit again and -

And what Ben said _finally _sank in. She jerked her head up, the word no on her lips as she reached out to grab his hand again, but she yanked her hand back as the world flashed green, and when it faded…

She was the one who was on her butt as she stared up at him because the green didn't go _away. _

"_I didn't want Wildvine!" _Ben said, his voice as rough as his bark as he stared down at the tendrils of his arms. Gwen had heard the doofus say something like that so many times that she was amazed she still noticed, but she did. She noticed _everything; _the edge to his words, the way he glanced over at her with his one eye, that there was something _wrong _with the look he gave her, and the way his tendrils snaked across the ground when he tore his eye off of her and stepped to the edge of the tunnel. "_I got this! Stay _here!"

The soft hiss that the tendrils made as they moved, a noise she usually barely heard but the microphone in her suit picked up and played right in her ears…

Her breath caught as a yellow light flashed in the corner of her visor.

"_Ben, we should all stick - " _Grandpa tried as he reached out to grab the huge plant, but Ben was too quick. He barely even glanced at Grandpa and didn't look at her again at all as he jumped.

And the second he did, the world came rushing back. "Ben!" Gwen screamed as she grabbed for him even though she _knew _that he'd just pull her in with him if she did manage to catch him. But she had to try, she had to -

Grandpa caught her shoulders and yanked her back and she screamed again as she watched Wildvine disappear into the tunnel.

As the dark _ate_ him.

She heard her heart hammering even over her scream and her visor flashed yellow again and she didn't care or stop until she heard Wildvine's voice echo up from the bottom of the tunnel, "_Really! Make some more s'mores or something. I'll be back in a sec_!"

"Stupid, arrogant, doofus!" Gwen hissed back, her heart still hammering in her ears.

"_Pumpkin?" _Grandpa's voice filled her ear as he loosened his grip and looked at _something _on his inside of his left arm before he added, "_Are you - You had a rough day, maybe you _should _wait - "_

"And let Ben have all the _fun?" _Gwen growled and threw her hands out. "_Perturbo!" _She felt the magic try to form a sphere in front of her, but her fingers twisted the mana into a disc almost as big as the tunnel. She stepped on it, and turned when she felt her Grandpa's eyes on her. "What? I'm not spending all night climbing down the ladder. Who knows what kind of trouble the Doofus is getting in?"

"_It's not - " _Grandpa started to say before he shook his head. "_Violet's just a new color for your spells. When - ?" _

"Oh," Gwen said as she looked down because she didn't even realize… "Back around my birthday. Most of the time it's pink, unless _someone _gets on my nerves." Then she looked up because Grandpa _still _hadn't stepped over and arched an eyebrow that he couldn't see. "You don't have to worry. I used this spell to hold up a _car _a few weeks ago. I can even hold up the Doofus' _ego _if I have enough time to focus. I can hold you, Grandpa."

He poked at something on his left forearm again before he nodded and stepped over, "_If you're sure…" _

The second he was settled she let the disc start dropping. She missed the blue glow her magic used to have - and the pink that she still _hated _but it would have been so much brighter, but the violet would do. Brighter than the dim emergency lights that went up the tunnel's side anyway and the night sky that disappeared over their heads as they dropped down.

As they tunnel _swallowed _them, as the walls got closer and closer and -

And it seemed like they dropped forever on her own little elevator and she was sure that they'd find Ben at the bottom of the tunnel with two broken legs if she didn't see the gouges his tendrils left in the sides of the tunnel as he dropped. She _almost _wished she would. It would serve him _right_, but they were alone when they hit the bottom and dropped into another tunnel. One that was so much wider and taller than the one they just dropped out of. Tall enough that she turned her magic elevator into a flying carpet. If she was fast enough, then they could get to Ben before -

Her visor flashed yellow again as she stared at the walls and her tongue felt thick in her mouth as she asked, "What is this, Grandpa?"

"_It's one of the emergency escape tunnels," _Grandpa said and he sounded so calm and she didn't know how he could be so calm when the walls were - "_Never been in them before myself, but this one should come out on the bottom level of Fort Tesla." _He let out a little sigh as he touched the alien pistol on his hip. "_We've probably got another five hundred feet to go." _

"Fort Tesla?" Gwen asked just to keep him talking, her eyes on the ceiling and if she didn't have to keep her fingers manipulating the manna she'd reach up because the air was so hot on her face and there _had _to be something wrong with - .

"_Not the original name," _Grandpa said with a laugh. "_This place was _old _when I joined up. It used to be the main base on the West Coast back before the gold rush days. That's why it was mothballed, Jim decided it wasn't worth the money to update, but it wasn't worth the effort to take the equipment out of here either, so it was the perfect place to come and work on the Watch - " _Gwen tried to listen to him talk, tried to keep her hands from shaking because she was sure that -

How couldn't he see that the tunnel was getting _smaller? _There must have been Earthquakes since - maybe - They should have caught up to Ben. Where _was_ he? It was like he _disappeared. _

Like something _ate - _

"_Gwen?!" _Grandpa shouted in her ear was even louder than her heartbeat as she dropped to her knees and tried to suck in a breath, but there wasn't any _air. _

"I can't - " she tried to say as her hands shot to her helmet and her visor went _red. _The spell collapsed under them the second she stopped shaping the manna and the only thing that kept them from going face first into the rough cut stone floor was her Grandpa catching her around the middle and making them roll. "I can't - I can't - " she tried to scream as the world went black except for the red light that wouldn't stop flashing in her eyes, that wouldn't stop blinding her even as a dozen long words suddenly scrolled by right in front of her eyes, words that she _knew, _but were so much gibberish now as she tore at her helmet because she couldn't remember how to take it off.

Something caught her hands and she screamed and fought until her Grandpa screamed, "_GWEN!" _Her ears _rang _and she froze as it finally sank in that it was his hands on hers. She _made _herself stop fighting, made herself hold still and let him take her helmet off. The second he did she rolled over and threw up the hot dog and s'mores she didn't even want to eat even as she tried to suck in the stale air all around them. "I can't - " she tried to explain, "I can't…"

He should have yelled, instead he shushed her as he wrapped his arms around her and pulled her in a hug so tight she was sure he was trying to break her ribs and she didn't care. She buried her face in his shoulder and sobbed out, "The helmet, there's something wrong with - I couldn't - "

"_It's all right," _Grandpa said, his voice tinny and small as it came out of a speaker hidden somewhere in the chest of his suit. "_Pumpkin. It's all right. Just take a deep breath." _

"The helmet… I can't… I can't _see_," Gwen repeated as she kept her eyes shut as tight as she could, even though that just made the tunnel darker. She would have shoved her hands over her ears, too, just so she wouldn't hear the things she knew were slithering in that dark, the things that were coming closer and closer…

Then Grandpa did something and all the lights in his helmet and on his wrists shined bright. "_Shhh," _he said, and it sounded like an order even as he rubbed her back and she realized just how much she was shaking against him.

"The helmet!" She tried because he wasn't _listening. _

"_I'll take a look at it after we get you back to the Rustbucket." _

Gwen heard those words and for just a second she felt better. Then she realized what they meant and she went stiff and Grandpa didn't get it at _all. _He stood up and bent over like he was going to pick her up, like she was a _baby _and she shoved away from him. "No!" she said, her head shaking back and forth because - because she was a _sidekick _and sidekicks didn't, "No! Ben _needs _me!"

Even if he was being a _super-mega-doofus _tonight.

Even if she was, too, and why couldn't she make her hands stop shaking! She tightened them into fists, tightened them enough that they _hurt _and they still wouldn't _stop. _

Grandpa stood there, looking at her through his visor. Then his shoulders slumped as he reached up and took off his helmet. The lights on it circled wildly against the walls before he tucked it under his arms and for the first time she saw how worried he looked as he watched her. "Gwen, Honey, you're in no condition…" he said as he reached out for her.

"Don't!" she said as she backed away, her voice shaking as she glared at the old man and tried to make her hands stop shaking and just _breathe. _

Her Grandpa kept watching her, kept looking down at her, and she wanted to get so mad - she could _think _when she was mad, a lifetime of being around Ben was good for that much at least - but he looked so worried. Then he glanced down at a screen on the inside of his left arm that she never noticed before that was flashing all the same nonsense words that appeared in her visor, right down to the **Y/N** at the end, and shook his head. Then his eyes were back on her and she could _see _him getting serious, see him get a look she'd only ever seen on her mom's face before and it looked so wrong on Grandpa's face. "Gwendolyn Rose Tennyson. This isn't up for - "

A howl echoed up the tunnel, one that she'd only heard a few times before but she couldn't stop dreaming about. "_Ben," _she gasped out as she spun around and glared down the tunnel that was only lit for the next twenty feet by the lights built into her Grandpa's suit.

Ben.

Someone was hurting _Ben. _

The magic burst to life again in front of her like it was waiting for her to call for it. She jumped onto the platform and chased that howl down the tunnel.

"Gwen!" she heard her Grandpa shout from far behind her and it didn't matter.

Someone was _hurting_ her _Ben_.

She ducked down so she could go faster and the ancient air roared by for the first time in she didn't have a clue how long. She reached out and caught the edge of the platform with one hand while she raised her other in front of her and she called up more magic, enough to light up the whole tunnel in bright violet light.

And she went faster.

Fast enough that she only saw the end of the tunnel and the room beyond it a second before she reached it. There was a door there, a thick one based on the doorway, but it was open so she didn't have to slow down at all. Not that she would have anyway. Not when she saw two things zip by the tunnel and a third stop right in front of it, it's wings beating the air even as it spat something green at something in the room.

As Ben screamed _again. _

Gwen aimed her platform right at the thing and only leapt off at the last second. She screamed out more words, words that caught the air and shoved it against her with a force that it tore at her suit even as she willed the platform to keep going. She saw the edge of it catch the thing and drive it across the room as she fell and they both hit at the same time.

She rolled against the tunnel's floor and was back on her feet and out the door a second later even as a crunch filled the air. Her feet settled into a defensive stance as her mind raced through spells and her eyes darted around a room that turned out to be a corridor that stretched out for what seemed like forever in either direction.

The thing hit the wall with a crack and it didn't get up at all after. She should have felt bad about that. She might have if there weren't nine more of the things in the hall with her. All of them were swarming Wildvine even as he spun around.

Even as she saw him clutching at the spot where his left tendril arm should have been, and the green sap like stuff that was dripping on the floor.

The world went red again as she rounded on the things around him. She only had a split second to look at them, but they were all different. Different colors,different sizes - they were all taller than her and most of them were taller than Wildvine - and way, way too many legs and wings. Three were already on the ground, two wrapped tight in vines while the third just laid there on twitching and broken wings and she forgot about them almost as soon as she saw them. The fourth was trying to sneak up behind Ben as he fought the four in front of him. It scurried up the wall behind him to the light set into the ceiling and she brought her hand up even as it leapt off.

She saw it spread it's six legs wide, saw the serrated edges on the front two and the way that they glistened with some kind of liquid, heard herself shout "_Badickinis Metalalurca!" _and let out a savage grin at the surprised hiss that the thing made as a dozen thick wires broke through the ceiling and caught the thing.

It bit at the wires even as they wrapped themselves around it and found out that the wires were still live a second later. It didn't fight at all after that, but it did twitch as the sparks rained down around it, but kept her focus on the spell until the wires had it wrapped up tight like she was a spider and it was the -

Bugs.

They were _bugs_!

Monster bugs. They didn't look like they belonged on Earth at all, but they didn't look anywhere near as alien as Stinkfly and she didn't know _why. _Before she could figure it out, one with wings that were patterned with bright red and dark black wings that almost looked pretty until it reared back and spat something at Ben.

Something green and gross that made Ben scream again even as it burned a third hole into the leaves that surrounded his head. He snarled, "Oh, that's enough out of _you_," as he shoved his right hand out and his arm grew and grew until he caught the thing by the head and slammed the thing back into a wall hard enough the the wall cracked. More green stuff splattered against the floor and ate into it as Ben let it drop.

But it didn't even try to get back up and the other three backed off for a moment and he spun around even though two of bugs were yellow striped and had _stingers_. His glared at her with an eye that was only a shade greener than the rest of this body and yelled, "What are _you _doing here?"

"Saving your butt!" Gwen growled right back as she raised her hands at one of the stinger aliens as got tired of waiting and dove toward him. "_Teewat Ligara_!" She remembered the first time she used that spell and how it barely blew away a mist.

She'd gotten better.

The wind hit the bug like a sledgehammer. The bug went flying down the corridor and it skidded across the floor for almost twenty feet before it stopped and drew in its six legs.

Three more. The other one with a stinger didn't bother with its wings, it just jumped at her with all six of its legs open and it was like every nightmare she ever had before she found out what _real _nightmares were because it was a bug as tall as her.

It never reached her. She never thought it would. Ben caught it in midair, "Don't you _touch _her!" he shouted at it, his voice deep and fierce as he tackled the bug to the ground. Even pinned the thing fought back, the pincers at its mouth biting at his hands while it clawed at him with four legs. Or it did until he grew his fingers into claws and brought them down again and again.

It was still moving when he was done, but it didn't have any more fight in it. She almost felt _bad _for the last two as they turned together and glared at them. One had a black exoskeleton with blue plates over it that were just a few shades darker than her magic used to be, while the other was pale white like moonlight.

The blue one threw its four wings wide and took to the air while the white one scurried towards them faster than anything should have been able to move that wasn't called XLR8. She watched the two and she didn't even have to _look _at Ben to know what he was going to do. She focused on the blue one and knew that he'd take care of the other.

It didn't even take him as long as she thought it would. The bug on the ground was so much faster than Wildvine that it blurred, but it didn't matter. Not after Ben shoved his hand to the ground and a thousand roots burst up out of the floor and walls all around them.

Roots that the thing ran into at full speed.

It took forever for the poor thing to stop tumbling after it tripped. "Gotta be better than ¡ to touch the best!" Ben gloated as another dozen vines sprouted around the bug and tied it down. Then he turned and sounded almost annoyed that she was still fighting the last one as he asked, "You got that one, right? We gotta get our strut on!"

"Yeah, I'm - " Gwen said as she called up another burst of wind, one that went through the huge black and blue bug like it wasn't even there. "Oh, you're going to be trouble, aren't you?" she asked as her grin twisted into a glare. Then she tossed her right hand at it and shouted, "_Reanima Dynamica," _and a dozen violet bolts of lightning shot out of her palm at the monster.

And passed right through it, too, before it caught an updraft and disappeared into the ceiling. "It's pulling a Ghostfreak!" Ben shouted as his head darted back and forth.

Gwen shuddered at the thought as she watched the ceiling. "It could be getting - look out!" she shouted as it dove down right over Ben with its clawed fingers flashing like black knives at his chest as he fell. One clawed hand left four long gouges in the thick fibrous leaves that sprang up out of Wildvine's shoulders while the other cut a swath across his chest that ended at the Omnitrix.

Gwen saw the watch's face flash yellow at the touch and forgot all about it as she watched the bug dive into the floor before it burst back up and leapt at _her. _"Dweeb!" Wildvine shouted in a warning that she didn't need as he swung out with his arm, the fingers in it stretching until it shot out like a vine for the thing, but his hand just went through the creature and almost hit _her. _

Gwen dove to the side and let out a little yelp as the thing threw its wings wide again and followed. Her arms shot up and she shoved her hands out at the monster

She didn't know who was more surprised by the violet shield that sprang up between them, but she was the one who let out another shriek when its claws cut at the violet shield just an inch away from her nose.

The rest of it hit a second later, and it stood there like it was dazed as it glared at her through the mana.

And she glared right back because this was the first time she got a good look at _any _of these things. It looked so _alien, _but there was still _something. _Something about its exoskeleton or the color or the wings that seemed so _familiar. _Maybe it was just because it had the right numbers of arms and legs, even if it did have three toes and claws for fingers, or something about it's head. Something besides the antennas that stuck out from it's brow...

Or maybe it was just the curious hiss that the thing made. A hiss that almost sounded like words as it cocked its head and looked at her.

Gwen stared right into its black eyes and saw a thousand reflections of herself as it reached out and touched the shield with it's right hand. It ran its fingers over the shield and the way it cocked its head to the side in wonder was the most human thing about it. Human enough that maybe, just maybe…

"Hi," Gwen said, her voice firm even though she could feel her knees trembling. She saw Wildvine get up and she shook her head at him. She had to _try_. That's what _heroes _did. "Can you - ?" She started to ask as she reached up and touched the shield just on the other side of its hand.

And she shrieked again as the thing went _wild_. It flung its wings wide as it raked her shield with its claws a dozen times and it did it so fast that it made Sensei at his _best_ look as slow as her doofus could be at his _worst. _She heard Ben scream something, but she couldn't make it out over the noise the speakers were screaming every noise into her ears.

And then the bug froze as it and reared its head back so it could -

"Gross!" She shouted in a shocked surprise as it spat _something _at her shield. Something that looked wet until it mixed and then it turned into a smoke cold enough that she felt it right through the shield as it curled around. The stuff burned at her hands and face even as it chilled her to the bone and a red hot heat ran through her suit.

As hot as it was, it wasn't enough. Not when her hand shook and _hurt _behind the shield, and the second it did the bug _moved _for the edge of her shield. It's hand caught the edge and she shrieked and shoved her hands out at the thing just as it circled the top of her shield.

She ended up on her butt again, but the purple circle of magic went flying the other way and it flew _fast_.

It flew so fast that the bug on the other side didn't even have a chance to get out of the way. It flew so fast that it almost scooped up Wildvine, too, as he hurried over on his six vine-like legs. If Ben didn't think quick and throw himself to the side it would have.

The bug tried the best it could to do the same. Gwen saw its claws lock on the side of the shield, but it ran out of corridor before it could and she heard the crunch all the way back to where she was sitting. She gaped at it and kept kept gaping at it even as the shield vanished and the bug crumpled to the floor and - and - "I can _throw _the shields?" she said with a wild giggle as she turned to Wildvine even as the alien picked himself up off of the floor. "Why didn't I ever - ?"

Ben should have been just as excited as she was - he usually was when she worked out a new spell, even if he acted like it was the most boring thing ever. As if she'd fall for _that - _but he wasn't. He crossed the last few steps between them and glared down at her with his one big green eye as he shouted, "What's _wrong _with you?! Why didn't you stay - !" .

Gwen stared at him up at him as the tendrils that made up his legs slapped at the ground all around him and something inside her _snapped. _"What is _wrong with _me?!" she shouted right back as she shoved herself up and shoved her finger into his chest, right above the Omnitrix that was still glowing yellow. Ben was almost two feet taller than she was when he was Wildvine and she did not _care._ "What's wrong with _you!? _Why didn't you _wait _for me?! We could have done this _together! _We're _supposed _to be a _team!" _she shouted, and as soon as she was close enough she started slapping at his chest even as his eye opened _wide _and he tried to back away from her. "You could have _gotten hurt!" _

Wildvine caught her hands in mid-slap, and he looked so shocked until his face twisted into that _stupid _smirk that he _always _got when things weren't going the way he thought that they would and he did what he always did. He tried to joke his way out of it, "Could've? I am getting hurt! You're hurting me right now, you dweeb!"

"This _isn't funny!" _Gwen shouted as she pulled her hands free and hit his chest over and over again until she had him planted against the wall. "Do you have _any idea _how many _\- "_ she said and her voice broke as she looked up at that green face and his green eye. "How many - " she didn't even know how close she was to crying until her eyes started to burn. "How many… how many times I - " The words were right there, but she couldn't _say _them. If she _did, _if he knew what a _baby _she was sometimes when she'd wake up gasping and crying. She _couldn't. _So she wrapped her arms around herself and shuddered as she whispered instead, "You _promised_!"

Those words were bad enough, but they were still better than when she woke up all alone in the dark.

When she had to cry into her pillow just so her parents wouldn't hear, wouldn't panic, wouldn't ask all the questions she wished they would and dreaded hearing because they _couldn't deal_. _Christmas _made them freak out, made them…

There was no way they could hear about the heroing. About how brave her doofus was, about the people they saved or the monsters they fought.

Or how they got hurt…

And Ben… He would just think that she's a _crybaby _and a _girl _if she ever…

So she didn't. Gwen just touched Wildvine's chest and traced the thin scar of a cut that big blue bug's claws had left behind. It was bad enough, even though it was already healing that it stole most of her voice. "They _hurt _you. I could have - "

Ben didn't move during any of it. He just stood there like a pillar and she thought he was just stunned because he was a _boy_ until she felt his growl go through her. "Hurt _me_? What about you?! Why didn't you just _stay _by the Rust Bucket? That bug _almost _\- I thought - I could have handled it! You didn't..." he said, his words running over each other until he spat out the last. He still sounded mad, but his body slumped at the words. "I was…"

"What?" Gwen asked as she stared at him, as the edges of the leaves around his head drooped like they were out of water.

"It's just…" Ben said, his voice tight as he wrapped his right arm around his stomach and shook his head. "It's… I just saw that tunnel and this _stupid thing _glitched out and I - "

He didn't say anything more, he didn't have to. She felt so _stupid _as she stared up at him and she realized… He'd used all of his aliens over the past few months for heroing or just because he was bored. All of them but Wildvine. She hadn't seen that alien since… "Why?"

"This one… he almost…" Ben muttered as he sagged at the memory.

Gwen sprang forward and hugged him hard because he needed it and because it wasn't his _fault. _"It's okay, Ben. Wildvine is - " she said into his chest, her mouth dry because she could still _hear _his tendrils slipping across the stone floor, could smell the stink of rotting leaves on the alien's skin and her heart raced and she couldn't stop thinking…

He never even mentioned it. She didn't even think that he remembered or even cared, but…

"You _dummy. _You - you… Wildvine is okay," Gwen swallowed hard as she looked up at his face because it was almost a lie.

"But...but it almost..." He said, and the guilt in those words made the rest of hers spill out.

"It _didn't._ It wasn't _Wildvine. _And I know that he's not that _thing_," she declared as hugged him harder.

"You do?"

"Duh," Gwen said and she fought down a shiver as she heard the tendrils slither against the hard floor. She never would have been able to if she wasn't looking at his face, at his - "I know because he still has your eyes," she said as she looked right into Wildvine's one. It didn't look the least bit human, but she could still see the green in it that said her doofus was in there. "I know that he's _you _and you would _never…" _

It was almost a lie, it was every time Ben blinked or looked away, but then he'd open his eyes again and he was right there, even when he looked like _this. _She could learn how to deal with all the times she couldn't see his green eyes, but she'd never be able to handle with him running off because he thought - "You don't have to _protect me._ I can - " she said as she shivered against him and she felt her words get tangled on the way out of her mouth. "You disappeared and I thought - When you jumped into that tunnel, it felt just like… You _weren't there." _She shuddered at the words, at the nightmares that they brought up.

And she waited for him to laugh at her or tease her or give her an awkward pat on the shoulder with one hand while he rubbed the back of his head with the other like he did a couple of times.

He didn't.

Wildvine touched her shoulder, but it wasn't for a pat. His grip was firm as he murmured, "Okay."

"Okay?"

"No more jumping in tunnels, and no more… Wildvine can come out and play again," said with something that looked like a grin and she couldn't tell if it was a lie or not.

It didn't matter. Just knowing that he was _listening _made the memory and the worry fade a little. It made her reach out for his hand, too, because something inside of her needed to feel his fingers, even if they did feel like grass.

She never got the chance. The moment and the impulse both died as the buzz of wings filled the air again. They sprang apart as two more bugs burst out from what had to be another corridor a hundred feet away, both of their bodies as black as coal and their stingers huge as they shot towards them like bullets.

She called up the magic as Ben tensed for another fight, but twin bolts of yellow plasma caught the bugs before it could do anything. They fell from the sky and skidded to a stop at their feet with the same smell that all of Grandpa's cooking had.

They spun around and saw Grandpa standing next to doorway to the escape tunnel with a pistol in both hands and his helmet back on. "_It looks like you two have been busy," _he said as he shoved the weapons into the holsters at his side and hurried over to them. He didn't falter, but the radio in his mask betrayed his panting. He knelt by one of the bugs and then another before he shook his head and put his pistol back in its holster at his waist. "_I don't know what these things _are. _We should head back to the Rustbucket and let the -" _

"But what about - !" Gwen started.

And Ben shouted at the same time, "It's hero time!"

Ben listened for _once, _so of course Grandpa wasn't. He just looked at them both through his visor and shook his head. "_We don't - "_

"We're not going!" Ben said and Gwen nodded with him as they stood side by side.

Grandpa didn't move and she would have given anything to see his face right now, and just a little less to look up and see stars instead of a ceiling that they must have carved out of stone and stuck lights to, but people _needed _them. Finally the man nodded. "_Okay." _He started walking, only to stop when he got close so he could reach behind his back. She spent a second wondering what when he pulled her helmet out from somewhere and held it out to her. "_One of them was spitting acid, Pumpkin. The helmet isn't much, but it'll protect you from - " _

She shook her head as she stared at the gray thing. "It doesn't - There's something _wrong with it!" _she said as she tasted stale air again.

"Dweeb?" she heard Ben ask, but she didn't look up, didn't want to see the stone ceiling again. Didn't want to think about how deep they were, or how much all that dirt weighed over their heads and how easy it could all come tumbling down. Then she felt a hand that was a lot stronger than it looked settle on her shoulder and she let out a shuddering breath.

"_There isn't - " _Grandpa started before he stopped and started again, his voice calm as he held out her helmet. "_There was a block in the air line, Pumpkin. I should have caught it before, but I cleaned it out while I was booking it here. Just give it a try. If it still doesn't work…" _

Gwen stared for a long, long time before she nodded and took the helmet with shaking hands. It took forever to slip it back on and it felt even tighter around her head and she could count her heartbeats before the visor blinked back to life, but she felt the cool air hit her face again a second later. She took a deep, deep breath and nodded. "Okay." She hoped her voice sounded steadier to them than it did to her.

It must have, because Grandpa just nodded and said "_Good." _

Ben gave her shoulder another squeeze as she reached up and squeezed his tendrils right back, but she could tell he was back in hero mode as he asked. "_So, what's down here? Hidden treasure? Alien collectors cards? The lost episodes of Sumo Slammers?!" _

"_Storage," _Grandpa said, his voice grim. "_If the team's down here…" _

Gwen looked up the hall and saw a couple of doors. "So we split up. It won't take that long to - "

"_They dug out about a square mile of storage space, honey. All divided up so that if something went up it wouldn't take out the whole base, so even empty that would take forever." _

"Oh," Gwen said because what else was there to say.

"_No. We have to work smarter than that. Come on, security is one level up. If any of the cameras are still working we can get _some _idea what's happening. There should be stairs this way. Keep your eyes open." _

"_Stairs?" _Ben moaned.

"Where's the elevators_?" _Gwen asked as she looked everywhere but up. Mount Rushmore didn't even look human and this place looked way too much with its stone walls and weird machines. honestly, it looked like it was one lightning storm and a hunchback away from being a mad scientist's lab.

"_They're around, but they're won't be working. Not while this place is on emergency power," _Grandpa said as he walked. He should have felt the stares boring into the back of his head, but he just kept looking around until he saw a small vent set high in the wall and pressed his hand against it and then he shook his head. "_Ventilation is out, too," _he looked up at the lights that looked just like the ones they had in school, except so they were running dim and casting shadows everywhere. "_Lights are going… None of this is right. Even if the ZPG is out, the batteries should have enough juice to last for a month..." _Grandpa rambled as they followed. She felt Ben's eyes on her and she just shrugged because she didn't have a clue.

There were a couple of more bugs on the stairs, one with a butt that glowed bright enough that her visor went tinted itself so dark that she could barely see the outline of the thing after it lit up and Ben grunted out a word that she _knew _Grandpa didn't want to hear before it got stomped, but he was the _favorite_ and he got away with _everything. _

And then the watch timed out and it didn't matter.

Not when the last one jumped Ben, not when she was sure that she felt her heart _stop _as it knocked him flat on his back and pinned him to the stairs. She didn't know how he held the thing off for the split second it took for her to make another shield between him and the alien bug and for Grandpa to shoot the thing off of him, but she knew that she couldn't make her hands stop shaking until they reached the top.

She was sure that there would be more bugs waiting for them, but there wasn't. She felt her mouth drop anyway as she stopped and stared.

"_Grandpa, I think we left the oven on the last time we were here," _Ben said in a voice that had a lot more awe in it than guilt as he looked around.

Gwen was glad that she was wearing a helmet for the first time all night. She'd smelled enough melted insulation and metal in her computer club and that was just from her soldering wires together. The walls and ceiling were charred black on this level, and the floor was covered in bits of glass that used to be the windows that lined the hall. They walked in silence except for the glass crunching under their feet as she just _stared. _The first window opened up to a room had to be a lab because it was filled with stuff that she almost recognized. There were tables and machines that kind of looked like a mix of the chemistry lab in her school and every science show on television.

Or it would, if someone looted her school or the show took place after the apocalypse. All the machines were wrecked and there were shards of glass _everywhere _that must have been slides and vials once mixed in with broken microscopes and computers. She only whimpered a little at the mess.

The next three rooms hurt worse when she didn't recognize _anything, _but she could tell that they would have been amazing if anything still _worked _just from the thing that was lying on the ground. She didn't have a clue what it was made out of, she just knew it wasn't metal or plastic. It almost looked like it was _grown_, but now it was just withered and black.

They walked by another dozen rooms that lined either side of the hall and she would have given up her _laptop _just to know what they were for, because each one was stranger. She would have given anything to explore, but Grandpa wouldn't stop and Ben only cared about the broken stuff because he'd seen it all before and he'd seen it when it was _nice. _Which so wasn't fair, because she knew that he didn't appreciate it as much as she did.

He barely even glanced at last room and it was _huge_. Bigger than the rest of the base she'd seen put together and she thought she saw more doors on the other end. Huge doors that must have opened once, but whoever wrecked the base took extra care in that room. There were craters blown into the walls on either side of the doors and more in the ceiling over the wrecked remains of robot arms.

The only thing that still worked in any of the rooms was the lights in the ceiling, even though they barely did anything more than flicker and just made twisted shadows of the wreckage. Shadows she couldn't take her eyes off of because whoever did this had to be hiding _somewhere._

And that was when she realized that whoever did this hadn't touched the lights in _any _of the rooms. They were dim because the batteries were dying, but whoever did this wanted them to _see _what they'd done.

Gwen shivered at the thought and she couldn't help saying, "You know what? I'm completely okay with you two not bringing me here before."

"_I'm not_," Ben called back as he darted this way and that in front of Grandpa. "_Your brains make good zombie bait." _She turned and gave him her best glare before she stuck her tongue out at him, which he so couldn't see through the stupid visor. So not fair. Then he jumped anyway and for a second she almost preened, but his eyes went right by her. "_Hey, Grandpa! That's the lab we used when we - " _

Gwen let out an excited squeal as she ran over. "I wanna see!" The doofus had been rubbing the room in her face for _months _now with stories about the scanner and the computers that Greymatter used to study the Watch and the delicate little tools Grandpa used to actually make the adjustments. She wished that she'd been there to watch, because it must have _killed _the Doofus to sit still for that long, but there wasn't any way that she'd miss _seeing _-

She made it three steps before Grandpa caught her by the shoulder. "_Stay here," _he ordered before he let go. Then he moved over, his steps light. "_Both of you."_

Ben shot her a look as they spent the next minute watching Grandpa eye the window frame before he pulled himself through it. Then he knelt down and they lasted almost ten more seconds before they ran forward.

The other labs were wrecked, but this one was _destroyed. _All the computers, the tools, they were all in pieces on the floor. Even the far wall was cratered and the machinery inside was yanked out except for some wires that still trailed inside. Grandpa made his way over and brushed his fingers over the blackened and cracked stone. Then he tapped the side of his visor before he shook his head and turned back. "_Ben, has the watch recharged yet?" _

Ben jumped because he was looking around almost as much as she was, but she could hear the excitement in his voice as he said, "_Green to go! Want me to go Upgrade so I can fix - ?" _

"_No," _Grandpa said with a shake of his head. "_There's no point. This is all trashed. I need you to go - no, not Wildmutt. We can't sit around waiting for the watch to time out again..._"

"But he's so _cute!" _Gwen protested.

And she got just the reaction she wanted as Ben spun around. "_None of my aliens are _cute!"

And she laughed as she teased. "Wildmutt _so _is! And Greymatter! And Upgrade and - "

"_I'll show you _cute!" Ben shouted as he lifted his left arm and twisted the dial.

"_Gwen! Leave him alone! Ben, don't!" _Grandpa tried, but it was too late.

Ben slammed his hand down on the dial and the room flashed green. Gwen blinked away the spots even as her visor dimmed, and when she could see again she saw, "Benwolf?" she said and she couldn't hide her surprise. It didn't go away even after she hit the toggle to turn on the speaker built into the outside of her helmet and she repeated the name and the question.

The alien werewolf snorted at her. "_Benwolf? Please. I thought of a better name months ago! This is Blitzwolfer now_!" he declared as he somehow managed to make a twist an alien werewolf's mouth enough that the name came out in a bad German accent.

""That's not _better_!" Gwen said as she tried to laugh into her hand but the visor of her helmet get in the way. "And you _have _to stop listening to Heavy Metal, you dork!"

"Never! Pierced from Within rules! The power chords are _gold!_" the giant werewolf declared in a huff as he pounded out a chord on his air guitar before he ended it by bringing his imaginary ax down on her head. "Like you even _know. _Your music is _lame." _

"My music is classic! If you would just _listen _to some Holst!" Gwen declared as she poked her finger into his stomach and she knew that it wasn't even close to the end of it, she even saw his face light up as he thought of the first real insult and she couldn't wait to hear it so she could top it.

He never got the chance. Grandpa let out a pained, "_Guys, _please. _And he's just who I needed, Sport. Good choice! Can you take a sniff around?" _

Blitzwolfer stood just a little taller before he got down on all fours and circled the room twice before he stood up and sneezed. "_Sorry, Grandpa. It just smells like the Rustbucket when it has a bad day_." Then he stopped and shrugged. "_And a bit like that funky soup you made Aunt Natalie. Except worse." _

Gwen couldn't help her grin at that, but it vanished when Grandpa's visor turned her way. "_Pumpkin_? _Do you sense anything?_"

The hole in the wall was big before, but it looked _huge _now that Grandpa was counting on her. "No," she said as her hand went the pocket that had her spellbook, "but if you give me a few minutes I might be able to find a - "

He waved her off. "_No, this wasn't magic. You'd feel something this big. Even after.._."

Gwen's hand froze on the book even as her heart sank. "How do you - ?" she started to ask even as her mind raced back to all the times they'd gone up against Hex or Charmcaster and -

Maybe? Things always felt _weird _around those two.

Grandpa didn't answer. He just turned back and stared at the crater in the wall again before he started to mutter, "_This is too precise. Class nine, at least. They knew what they were doing, too. They could have brought down the whole ceiling with that kind of_…" in a voice so low that Gwen didn't think that she ever would have heard him if the radios weren't right against her ears.

"Class - ?" Gwen started as she leaned in and tried to see what he did, but she couldn't. There was just the crater, the edges of it pounded into a powder that she saw sticking to his glove as he ran his fingers over it. Her mind buzzed with questions.

And then Ben burst in with a "_Who_?"

She shot Ben a look before she glared at her Grandpa through her visor and stomped her foot. "Grandpa, what's going _on?!" _

Grandpa jumped and looked down at them like he forgot that they were there. Then he shook his head again. "_I don't know, Pumpkin. We need to get to security. I just hope _\- " He started to hurry back when he stopped dead and looked at them both. "_If -_ " he started to say, then he straightened up and his voice lost the curiosity it had a second ago and the smile she always heard in it. "_If I tell you two to go, then you go. No questions. Don't wait for me and don't go home or to the Rust Bucket. Find a phone and call your Aunt Vera. She'll know - " _

"_Aunt Vera_?" Ben asked and he made it sound like the idea _hurt. _"_Why?"_

"_Your aunt knows how to get a hold of Wes and the rest_," Grandpa said as he waved the question away. He reached out and clamped his hand on her shoulder and the wolf's arm. "_I need you to promise that you'll do it. That you'll take care of each other until your aunt can come and get you. Can you do that?" _

"Grandpa," Gwen said, her voice a whine and her throat dry because he'd _never _told them _that _before. Leave him? How could they just - ?

Ben growled. "_You're scaring _Gwen_." _That should have earned him a punch and a dirty look, but Gwen didn't even look up at him. She wanted to, but she couldn't take her eyes off of her grandpa's blank mask. She wished...

"_I need to find out what happened here,_" Grandpa said, and Gwen could almost hear him thinking, and she knew just _what _he was thinking before he added. "_But you two_…"

"We promise!" Gwen said before he could finish that sentence. Before he could tell them to go, to leave him here _alone. _She glared up at the werewolf and said, "Don't we, Doofus?"

Those green eyes darted down at her and she _knew _that Ben wouldn't listen any more than she would, but _Grandpa _didn't need to know that. For once he caught on. For once he just muttered, "_Fine_," instead of fighting.

And it still took forever before Grandpa stopped staring at them, before he let them go and made his way back to the broken window they'd used to come in here. "_Come on. I need to see that tape." _

\- o - o - o - o - o -

She kept waiting for Grandpa to say something as she took in the main hall.

Anything.

But the man didn't say a word. He hadn't, not even when they beat up the bugs that were trying to clean this place up. She tried not to look at the things as they shivered in the corner just as hard a she did not to step in the yellowish-green stuff that was pooled up in a dozen spots on the floor. The same gunk that her Grandpa was bending by now and - "Gross, Grandpa! That looks like the gunk that Stinkfly spits up!"

"_I don't think it's barf," _Grandpa said, and that was all that he said as he turned his head and she tried so hard to see what he did.

But she couldn't. All she saw were dozens of little holes that were burned into the walls and ceiling and floor there. The holes and the thick steel doors that Blitzwolfer had stepped over before he disappeared down the hall there.

Disappeared without _her_.

She _hated _him for doing it, and the man in front of her for telling Ben to do it and who held her in place until he was gone. "The doofus needs me," she said and not for the first time.

Grandpa didn't say a word, not until she started to sneak away, and then she heard a firm, "_Gwen…" _

Gwen shouted as she spun around. "Why!"

"_Because Ben can take care of himself for a minute, and I need someone who can watch my back while I figure this out," _Grandpa said, and he sounded so calm that she almost missed how distracted he was until he got up and started walking back down the hall. There was a sign on the wall, one that was holed and scratched to pieces but she could still see the words **Main Entrance** and an arrow pointing that was written on it.

It was just like the one that was marked **Security **by the corridor that Ben disappeared down. Except that one was in even worse shape.

The sign and the corridor beyond it.

Even from here, she could see the cracks in the walls and even if she couldn't she never would have missed the thick doors that were ripped from their hinges and thrown halfway across the hall.

She tried to imagine what could do that and she hated every thought she had. She hated it so much that she almost walked right into her Grandpa as he stopped and knelt again. She watched him reach out, but this time his fingertips came off the floor stained red. "Is that…" she asked and she knew that she should have been afraid. Anyone sane would be.

She scowled instead and squeezed her hands into fists.

"_Not enough. Broken nose probably. Maybe a puncture, but…" _he got up and looked around one last time. "_They put up a hell of a fight first." _

"_Yeah, but they were a little outnumbered," _Blitzwolfen said, his voice a growl from behind her. She spun and the room was so dark that his fur blended into the shadows, but his green eyes shone yellow around his green irises in the dim light and they stared down at them both before he turned around and waved his hand at them. "_Come on."_

Her scowl turned into a smirk as she sprinted up to him and somehow Grandpa almost kept up. "_Did you find them, Ben?" _

Ben shook his head like he was trying to shake off fleas. "_No. They didn't make it this far, but I found the bugs nest. And it looks like my backpack did after I left my lunch in it for a week," _he said as he lead them into the tunnel, his every step kicking up dust. Not the soot they found in the laboratories. Actual dust.

More things she didn't want to wonder about. More things that she had to. Blitzwolfer's three toed footprints were cut deep into the dust. So were the bugs. There were so many of _those _that she couldn't even count them all. She stared at the paths they left and tried to figure out how many of the aliens have come through here already and she couldn't.

She was sure that was what Ben meant. She was _so _wrong.

The corridor went on for twenty more feet and then it was just _gone. _If the edges weren't broken and cracked she would have thought that the builders just stopped there, but between that and the signs she knew that there was supposed to be something here.

Now it was black. She held her hand out and got ready to call up mana and the violet light that came with it before she heard _something. _Something _skitter. _She shivered even as she got closer to the edge and realized that there was something there.

A cave.

"_Hold on, Pumpkin,"_ Grandpa muttered and she was sure that he was calling her back, but her visor blinked and the world in front of her lit up in a kaleidoscope of reds and greens and yellows as her visor somehow flipped to what had to be infrared if every action movie she'd ever seen was at all accurate.

She really wished that Grandpa didn't do whatever he did, because she could see _everything _now. The cave's roof was almost twenty feet over her head and ended fifty feet below her. It that looked so big that she could almost imagine someone playing football in it if the bottom wasn't a mess of broken rocks and cement.

And bugs.

So, _so _many bugs. There were even some on the ceiling spitting something on the cracks up there, but most of them were digging through the mess on the floor. She watched one that was carrying something that she almost thought was a locker that someone ran before she saw the ruined circuits inside. She watched it scurry up the far wall with its find and then disappear into a hole cut in the far wall. Then, a second later, a bug came back out. A completely different one that had a hole burned through its wings and only five legs, but it moved anyway as it dripped yellowish green gunk behind it.

"They've dug tunnels," Gwen whispered in wonder as she remembered the ant farm they used to have in biology class until the teacher took it home because everyone kept staring at it. She leaned in closer and almost jumped out of her skin when a hand caught her shoulder before she realized it was her Grandpa's.

And that he had a grip on Ben's fur with his other hand. The doofus was leaning out over the edge almost as far as she was and sure to get them caught.

"_We're going," _Grandpa said when they were clear and she could tell just from his voice that he wasn't going to listen to any arguments.

Which so never stopped Ben. "_Why?"_

"_That's too many, Ben! We need a full - "_

Ben shook his head, his green eyes wide and that smirk back as he said the worst words she ever heard. "_No, we don't! I have an idea!" _He bared his teeth and the hair on the back of his head stood on edge as he looked up and growled. "_One howl will bring that thing down!" _

"It won't work!" Gwen shout-whispered at him. "It'll get the ones in the main cave, but those tunnels will be full! They could just…" she said as she waved her hands around. She waited for Ben to get huffy, but he just stared at her and bared more teeth.

\- o - o - o - o - o -

"I hate you," Gwen muttered as she stepped onto another one of her flying carpet conjurings. The mana felt bouncy under her feet, which so didn't do anything for her stomach.

"_It'll work," _Ben said as he prowled back and forth at the end of the corridor, just out of sight of all of the bugs. "_Trust me!" _

"_Gwen, we don't have to - " _Grandpa said for the dozenth time.

And she shook her head. "No, it's - it's an idea. It's definitely an idea. Hero time!" She said before she could change her mind as she leaned low and some sick part of her willed the platform forward.

Out into the cave.

If any of the bugs even _glanced _up they would see her as she sped by overhead, but that wasn't good enough. She forced more mana into the spell even as she sped across the cavern that felt bigger and bigger the whole time she raced for the other side. Enough that the platform _burned _a bright violet when she hit the far wall and surfed it to the right, passing right in front of the biggest of the tunnels that the bugs had dug and right in front of one that was carrying up something that looked like a locker.

The thing let out a shocked hiss as it dropped its salvage and hit the sky behind her even as the thing it was carrying crashed back down into the rocks below. The plan was for her to buzz all the tunnel entrances, but she didn't have to, bugs were already shooting out of them. She ducked down even more, her feet finding the same spots on the platform that she used that one fall when she learned how to skateboard because she heard that the _doofus _was and there wasn't any way…

Her mom caught her before she ever had a chance to show him up, but she could almost _feel _his green eyes watching her as she carved the air. Some sick part of her whooped as she leaned in and made her magic board go faster as the rock wall raced by just inches under her shoes and gravity tried to pull her down.

Gwen would have given _anything _to see the alien werewolf's face right now, but she could _feel _the buzz of all the alien wings behind her in her chest and she didn't _dare _look. Not when bugs were throwing themselves off of the ceiling in front of her and more spat green and yellow globs of gunk up at her.

She juked and dodged, but each move slowed her down that much more a little and the buzz got that much louder until she couldn't help the little worried whimper that slipped past her lips. A whimper that turned into a yelp as a bugs erupted out of a tunnel that she didn't even _see _until she almost flew into them.

"_Gwen!" _ She heard Grandpa call over her headset even as she heard a growl that was somehow even louder than the man's voice came through her speakers. "_That's enough, Gwen! Come back!" _

There wasn't any way that either of them could see her nod, but she did it anyway as she made the platform under her twist in the air before she dove straight _down. _Her knees ached as she kicked at the back after she dropped almost fifteen feet, but she was going so much faster even if she could still _feel _the buzz behind her as she sped back for _their _tunnel.

And the swarm that was between her and safety.

She really was crazy, because she laughed as she threw her hands out and willed more speed out of her board as she dove right into it even as yellow bolts of plasma exploded into the swarm from behind it.

The bugs broke formation at that, each one dodging in a different direction, all of them too close for comfort and one so close that she swore she felt a wing brush against her face as she sped by. The plasma bolts shot by just as close, close enough that she could feel the heat of them even through her suit as they took down all the closest bugs.

"Hey, uglies! Do you have any idea how many of you I've swatted today?!" She cackled as she burst through the swarm. Then she dove for the tunnel and the man she saw standing at the mouth of it with a pistol in both hands. Pistols that kept spitting alien fire all around her. She should have been terrified, but it was her Grandpa and she knew she was safe.

Grandpa held his ground right up until the last second, then he ducked right as she sped by. He was shooting again even as she jumped off the platform and spun around with the next spell already on her lips as the Doofus did his part.

Blitzwolfer was already moving. He was already beside Grandpa and rearing back on his haunches even as her visor burned with the heat of the thousand bugs that were flying right for them. The closest were just a few feet away when Ben's muzzle split in four and pulled back as he _howled. _The sound cut through her like it was a dentist drill that was running inside her head, and that was when she was twenty feet behind him.

The bugs at the head of the swarm dropped like they hit a wall, but the rest just kept coming.

Until the roof gave out.

That rumble was even louder than Ben's howl and it felt like it was hitting her right behind the eyes. It was so loud she couldn't even _hear _the ancient words she was saying, but she felt her lips move and saw the thick shield burst to life in front of Ben and Grandpa. She kept chanting, kept shoving as much manna as she could into the spell as she watched rocks bigger than her daddy's car falling right in front of them. The bugs tried to get away and for a second she felt bad, but then they were gone as the roof came down all at once with a crash that knocked her off of her feet.

It didn't matter. Gwen still chanted as she sat there on the dusty floor even with her eyes closed. She kept going until she felt a hand on her shoulder and heard her Grandpa say, "_You can stop, Pumpkin. It's over." _

Gwen opened her eyes because she was too stunned to believe it until she saw it for herself. The corridor looked like it ended in a rock wall just beyond her shield. Her cracked shield. "That explains the headache," she gasped as she reached up to squeeze her nose, but her helmet was in the way.

Her shields could crack?

She looked at it again, stared at the little cracks that spider-webbed away from the huge ones and she wondered just how much it could take.

"_Headache?" _Grandpa asked in his grandpa voice.

Gwen shook her head. "I'll be okay." Maybe. If her head felt this bad when the spell cracked, what would happen when it broke? She let the spell go and the throbbing behind her eyes eased a little even as a few small rocks spilled into the hall. Enough for her to move her head again so she could shake it. "I can't believe that worked."

"_Of course it worked," _Blitzwolfer said before he disappeared in a flash of red light and her doofus stepped out of it. He sounded so offended even as he walked over to her and held out his hand. "_We just needed the right bait." _

"Which just _had _to be me," Gwen said, her voice deadpan and more than a little annoyed as she took it.

Ben just laughed even as he helped her to her feet. "_It's a horror movie! That's what pretty girls are _for_!" _

Gwen wanted to smack him and she could feel a lecture right on the tip of her tongue because she didn't know what horror movies _he _was watching, but - "Pretty?" She teased because she knew what would hurt him _more _as she pulled him closer. Close enough that their helmets almost bonked together.

Close enough that she could have kissed his cheek.

And he _knew _it. He pushed away from her. "_I didn't say - " _She couldn't see his face through his mask, but she could hear the panic in his voice.

"You think I'm pretty," she teased, her voice a sing song as she poked his chest.

He shoved her hard enough that she might have tripped if Grandpa hadn't caught her and spat out, "_To bugs!" _

Gwen sucked in a breath at that, then she made herself grin and squeal, "You're finally admitting you're a bug?!" Before she ran over to give him a hug just to make him squirm out of it. Jerk. God, she wished he wasn't wearing that stupid helmet. She would give _anything _to see his face right now. "This is such a big day for you, Doofus! I'm so proud!"

She couldn't see his face, but she could see him shake his head back and forth so fast that the front of his helmet almost blurred in her vision. "_I should have let the bugs - " _

"_That's enough, you two already brought down the roof once today," _Grandpa cut in with a hand on both of their shoulders, but she could hear the laugh in his voice. She _so _won this one. "_It's amazing what you two can do when you work together." _

Gwen stopped making faces at Ben that he couldn't see anyway and almost bounced at the praise and the adrenaline high as she looked at the ruined corridor. She walked up to the rock wall they'd made and pressed her hand against it. "What was in there? It seems like a lot of work just to take out this places' jail…" she said as she brushed her hand over the rocks.

She pushed at one, and it didn't even _move. _It must weigh _tons. _And she held it back. She stared down at her hand and the violet light that still glowed around it and wondered...

"_If you start strutting," _Ben warned, and she couldn't resist.

Gwen tossed her hands in the air and kicked her foot up until it smacked her butt just like she'd seen every cheerleader ever do as she gloated, "Who's your hero?!" And then she blew a raspberry right back at the doofus as she dropped her hands to her hips. "You're just - " .

"_You're both my heroes," _Grandpa said before they could do anything more, and he said it as if it was just a fact to him. He ignored both of their protests as he moved next to her and put his hand on the rock, too. "_Whoever did that knew what they were doing. Security, the armory, the main computer core and its backup… They got it all."_

"So we can't use the cameras to look for - " Gwen said, her strut gone as the worry came back.

"_We don't need any stinkin' cameras!" _Ben said as he shook his left hand and glared at the red face of his watch. "_Give me ten and I'll…" _

Grandpa nodded and started back up the corridor. "_Sounds like a plan, Sport, but there's no point just standing here. Come on, I want to check on the ZPG while we're waiting." _

"_The what?" _Ben asked, lost even as he hurried to catch up.

"_The Zero Point generator - "_ Grandpa explained like he always did, and he tried to sound as patient as he always did, but Gwen could hear the bite in his voice now just like she saw the set of his shoulders and the way his hands wouldn't leave the pistols at his sides and -

And she swallowed hard because Grandpa - Grandpa was _freaking. _

And he couldn't! He was Grandpa! She squeezed her hands together because he couldn't do that! He didn't do that when the world was ending around them, so he couldn't do that now! She stared at him and - and she did the most normal thing she could think of. She teased Ben. "It's amazing, Doofus! It runs on zeros! We feed it your homework and we get power!" She said it even though she knew it wasn't true anymore. Not now that he was finally letting her tutor him and he was almost paying attention in class. She waited for him to play along because she saw him staring at Grandpa, too.

And he did. She heard his laugh and she was sure he was about to say something about her personality when he said, "_No wonder it's not working, then. You Dweebed it all up!" _

And it wasn't fair! She spun and stared at him, ready to smack him because she couldn't take them _both _acting weird! "Careful, Ben that almost sounds like - "

He cut her off. "_Wait, so it's like a reactor? Why didn't you say something _before?! _Bad guys _love _reactors!" _he asked as he broke into a run.

\- o - o - o - o - o -

"I hate it when you're right," Gwen whispered to Ben out of habit as she tried to lean closer to the doorway. Habit made her whisper because the bad guys were right there. Bad guys and Ben, and she so wasn't going to tell him _that. _

His head was too big as it was.

It didn't matter, she heard Ben snicker and she felt herself blush as she glared at her stupid faceplate and the even stupider radio that was hiding in it. Then she pushed it all away so she could focus on what mattered. "Did the Plumbers get paid by the foot?" she grumped to her Grandpa because this was _ridiculous! _Mount Rushmore, this place, this _room! _They were all ridiculously _huge! _She saw a dozen workstations scattered around the place and she could almost picture the horde of people that it would have taken to run them all.

It was _ridiculous!_

Heck, even with all the workstations they had enough room that they could play soccer in the middle of the room if it wasn't for the pillar of glass that was taking up all the room there. That was where the generator must have been once, but now it was as broken as everything else they'd seen.

"_Seems like that sometimes," _Grandpa said, and that was all he said as he leaned over Ben from the other side of the doorway, his eyes on the pillar just like hers was.

Because it wasn't just ridiculous, it was _terrible. _There wasn't anything that they could hide behind in the twenty feet between them and the pillar.

And the four men that she could see tied to it.

The four were all wearing the same kind of suits that they were, and they looked like they were in even worse shape. She didn't even know that these things _could _get torn, but a couple of them were, and one of the men looked like he'd been stabbed through the gray material. The man looked gray, but he was still breathing and she didn't know _how. _

The other three barely looked any better. She didn't even _know _where there helmets were, but she could see the bruises and cuts that covered their faces. Three of them were _old _like her parents, but one of the men was _ancient. _His face was covered wrinkled and his hair was more salt than pepper now, but he was the only one who was at least still a little with it.

And he was the one who looked up and spotted them, but it only showed on his face for a second before he let his head drop again.

Gwen didn't, she just stared because they were…

But they couldn't _be. _Grandpa said that there weren't any more - !

Gwen finally turned away and she saw Ben, who was almost dancing as he leaned against the wall with his hand over the watch face so the glow wouldn't catch anyone's attention until it was Hero Time. If he recognized what the men were wearing, he didn't _care. _She knew that just by the grin that he gave her. It was a wild thing that always made her heart skip a beat because she knew what it meant.

God, she could almost hear him _growling _and -

And Gwen shook her head and looked up at Grandpa, who had a hand on Ben's shoulder and she was sure that was the only thing keeping the doofus in place. There wasn't any smile on his face. He was just studying the room like he always did, but she thought she saw…

The laugh lines around his eyes were deeper than she'd ever seen them before, and he wasn't even pretending to smile. If she didn't know better…

Then she saw her Grandpa and her doofus both suck in a breath and their eyes go wide as a rant filled the air and a madman stormed around the pillar with a broken chunk of machinery in his hands and a ridiculous helmet on his head that had two stick-like antenna rising out of it. "_The things I found here could have _changed the world!" Animo almost shrieked and the _rage _that Gwen heard in his voice drove every other thought out of her head. She'd heard bad guys who sounded like that before, from Vilgax and Kevin and some guy who was just holding up a gas station and she shuddered because it promised that someone was getting hurt, and if it was anyone but Animo she _knew _that it would start now.

Gwen tensed and set her feet, but Animo loved the sound of his voice too much. "_Do _any _of you baboons even _know _what you had here? Or were your brains too small for _that?" The green skinned man shouted so loud that even from here she could see the old man wince as Animo spit rained down on him. She glanced over and saw Ben's eyes light up at the opening and he brought his hand up even as she mouthed the first syllable of her shield spell and -

"_Not yet," _Grandpa said, his voice tight as he grabbed Ben by the shoulder and froze her with a look.

Ben shook him off and shouted, "_But - !" _and Gwen's eyes went right back to Animo before she remembered the helmets that they were wearing.

"_We need answers, Ben,"_ Grandpa said. It made sense, but that didn't make it any easier to wait when she wanted to Go Hero.

At least Animo kept ranting. If he'd done something, common sense would have slowed her down for a second and her doofus not at all and Grandpa would have just been out of luck. "_But you four kept it all for yourselves! You hid it, and then you _destroyed _it just so no one else could use it! What's _wrong _with you?! You're like _children!" Animo screamed the last of it with spit flying from his mouth as his green-skinned hands flew into the air and his filthy white lab coat billowed out behind him like a cape as he threw the metal he'd been clutching down at the men's feet.

It looked heavy and it should have hit the floor with a clang that Gwen would have felt in her teeth, but it didn't. The machinery shattered instead like it was made out of spun glass. "_You had _wonders _here, you barbarians!" _

"_Told you..." _the only man who was awake - and please let the other three just be asleep. Please don't let them be too late - said as he shook his head. Even from where she was standing Gwen could see the same wide, unfocused look in his eyes that she'd seen too many times when they'd tried to help someone who'd been in a car accident. "_Told you. We couldn't copy it. Just kept it safe. Used it to - "_

Animo kicked the man and the only thing that kept her and Ben from charging through the door was Grandpa's visor nailed on her and his hands on Ben's shoulders. "_Maybe _you _couldn't!" _Animo sneered as he walked back to the gray man and held his hands out. "_But I'm a _genius! _And a scientist! I've done things that your small minds can't even _dream _of!" _She couldn't see the man's green face, but she saw him stamp his foot before he went still and _laughed _and somehow that was the creepiest thing he'd done. "_But I _know _your kind. Words mean _nothing _to you. The future means nothing to you!" _He reached up for his helmet and ripped it off before he threw it away. "_And now you won't even leave the world your _crumbs! _What did you _do?! _Set explosives before my pets found you? Is that why they all went quiet?!" _

Somehow the man on the floor didn't look at them, but that didn't stop him from laughing. "_We warned you that there were dangerous - " _

"_Dangerous? Dangerous! I'll show _you _dangerous!" _Animo shrieked before he rubbed the sleeve of his lab coat across his mouth. "_No more wasting words. They weren't enough for those fools I worked with, either. You need a demonstration of my genius! Exoskull!" _

"Exoskull?" Gwen said as she jumped in surprise as the floor under her _shook _and something big and gray stepped around the pillar. Something so huge that she was sure that it was a part of the room when she saw it before. Something that -

That she'd seen before. The man was huge, with gray skin that hung off of his body in folds and with a horn that looked as big as her arm jutting out of the top of his head. The horn was the only thing different about him. It was the same gray as the rest of him and she could see how it grew out of his head where it was mechanical before, but besides that…

It was the same thing that they'd gone up against twenty years into the future even if it _couldn't _be! They gave Grandpa the cake! They changed things! They fixed it!

Didn't they?

Her eyes went to Ben and she saw him pulling at Grandpa's hand even as Animo kept ranting, even as he reached out for the thing that Exoskull was cradling in his arms. It was a mad mix of wires and boards and parts of it glowed as Animo flipped a switch and stroked it's side. "_The pets you met before were just some bugs I found here in the park a couple of weeks ago! And my friend here was a rhinoceros trapped in a zoo until I perfected this! It's amazing what exposing them to a few million years of evolution can do! I made them the ultimate versions of themselves!" _Animo declared before he let out a mad cackling laugh.

Gwen tore her eyes off of her Doofus and glared at the madman inside the room. "That's not how evolution works!" Even mad scientists should know better!

"_I wonder what a few million years will do to you? Maybe you'll become something with a _conscience_!" _Animo ranted as he pointed the machine at the man. "_Or just something finally useful?" _

A gun! It was a gun!

"_Its over, Animo!" _Grandpa shouted as he opened fire and Ben and her charged in, Ben's hand on the watch and hers calling up magic.

And they were too late. Exoskull stepped in front of Grandpa's fire, the plasma not even scorching his skin, while Animo pulled the trigger and the room flashed with a yellow light. Gwen tried to block it, but whatever the machine shot burst right through her half-formed shield and hit the man on the floor right in the chest.

He _changed _even as they watched. He shrank in his suit and out of his chains and collapsed to the ground. He kicked back and she watched his head grow as his eyes turned pitch black while his hair fell out. He screamed the whole time. He screamed until his mouth changed too, and he couldn't any more.

"_No!_" Ben shouted as he slammed down on the watch. The room flashed green as he turned into something scarlet and huge that grew two more arms. "_No!"_ Fourarms shouted again as he sprang through the air right for Animo, who was spinning around. It would only take a second for him to aim again.

Ben didn't give him a second. He slammed into the ground even as the madman screamed, "_Tennysons!_" and hit it with all four of his fists hard enough that Animo bounced off of his feet and the floor cracked under Ben's fists. Animo tumbled to the ground and his gun clattered away from him. Gwen raced for the gun to get it away from Animo before he could use it again. It was only twenty feet. It would only take a second.

They didn't give her a second. Animo scrambled for the gun, too, as he hissed out, "_Don't just stand there, you lummox! Get them_!"

"_You hurt the boss!" _The huge thing that almost looked like a man shouted, his rumbling through the air as he lowered his head and charged at Fourarms. The thing couldn't fire missiles, but it looked just as lethal/

Gwen felt her heart stop even as she chased after the thing. "Grandpa, get Animo!" She ran as fast as she could, but there wasn't any way she could catch up and she knew Ben, knew that he'd try to out slug the thing instead of -

Fourarms sidestepped Exoskull at the last second and the Rhino man thundered past. Gwen watched as his foot swept out as the mutate did and it caught the man right in the back of his knees hard enough that they gave out and sent the huge thing down with a bang that she felt right through the floor.

Gwen skidded to a stop as she watched it all and her jaw dropped. "You _were _paying attention to Sensei…"

"_Duh," _Fourarms said and he rolled all four eyes even as he settled into a basic kata, his legs spread wide and his left hands leading his right as the Rhino-man bellowed at them both and shoved himself up off of the tile that he'd cracked like glass when he landed and spun around.

"_Fancy. I'll _smash _fancy!" _Exoskull shouted as it charged again. Ben tried to sidestep it, Exoskull lunged at the last second and caught Ben hard in the side. Hard enough to send him flying through the air and crashing through the wreck of a workstation.

"Ben!" Gwen screamed, her world going red as her vision tunneled in on Ben. She wanted to run over and check on him even as he pushed himself out of the wreckage. Pulled himself out, but he had an arm wrapped around his chest now and she saw him muttering _something _like he always did when he got hurt as she spun and charged Exoskull instead even as the thing lumbered around for another charge at Fourarms.

Exoskull didn't even slow down as she jumped on his back. His skin was every bit as rough as it looked on the rhinos that she'd seen in the zoo, and it gave her plenty of handholds to climb up with. It felt every bit as thick, too. Thick enough that she knew that Fourarms might be able to stagger the man with Karate, but she never could. She had to get creative.

And _mean. _

_It hurt her Ben. _

Exoskull barely even bothered to swat at her as it charged at Ben. As he lowered his head and lined up his horn. He was only ten feet away and picking up speed when Gwen grabbed the thick hair that was growing out of his shoulder and yanked herself up the last foot she needed so she could wrap her left arm around the thing's neck and shove her right hand in front of its eyes.

"_**Ut incenderent sole**_!" she shouted out, the words echoing in her skull and the light of the noon sun exploded out of her palm.

Exoskull screamed without words as he bucked away from the light. His horn missed Fourarms, but the rest of him didn't and the two collided hard enough that Ben went flying again and she lost her grip around the mutant's neck. She grabbed at him again, her heart pounding and the violet light around her hand burning darker, when he bucked again and sent her flying, too.

She tried to get her legs under her again, tried to roll like she had before, but she didn't have time. She felt her right foot twist under her and pain explode in her hip and shoulder as she hit the floor. She wanted to scream.

She didn't have time. Not as Exoskull spun around and glared at her with red eyes and a burn on his face. "Firefly hurt Exoskull! Exoskull _smash!" _He bellowed as he charged.

Gwen shrieked out an ancient word as he did and a shield bubbled to life around her. He slammed into it and she saw it _crack _like the floor had_._ It cracked more as Animo's mutate raised his fists up and pounded them down. She tried to put more mana in, but her head _rang _with each blow and the cracks spread. The mutant didn't even stop when Grandpa opened fire. He just ignored the plasma fire that blossomed across his chest as he reared back and brought his huge foot up. "_You're going to go splat, girl!"_ he mocked, and his voice sounded like boulders smashing into each other right behind her eyes.

Ben was even louder, "_Get away from her!" _he shouted, his voice like thunder as he tackled Exoskull. The two went crashing to the floor even as she dropped her shield. She watched them tumble around each other, and she wanted to scream at Ben to remember their training.

He did. Somehow he got behind Exoskull, somehow he stayed out of the way of the horn even as he pulled the man's arms back with two arms while he wrapped two more around the mutate's head to hold him still. He had leverage, but Gwen could see the muscles in all four of his arms flexed and straining as the mutate fought against his hold. "_Just say uncle!" _Fourarms demanded, and she could hear the worry in his voice.

"_Gonna smash all three of you!" _Exoskull said, his voice a grunt as he fought against Ben's hold.

"_I'd like to see you - " _Ben started, then he shouted, "_What are you doing? Get out - !" _

Gwen ignored him and the pain she felt shooting up most of her right side as she limped over. If her head didn't hurt so much she could have done this from where she was sitting, but it did so she had to get closer. Close enough that Exoskull almost got her with his horn as she reached out for his face and gasped, "_Pertubo!"_

And a sphere of violet energy appeared around the mutate's head.

She held it there as the thing laughed at her. She held it there even when he stopped laughing, as his eyes got huge and he started to gasp for air. The thing was a giant and she knew just how big its lungs were and just how little air her sphere had in it. She held the sphere in place as the man bucked against Ben, and kept it there for another minute even after his eyes rolled back into his skull and he went limp.

Then it popped like the bubble it was even as she collapsed and Ben let go. He rolled off of the rhino and threw all four arms wide as he laid there on his back. They laid there for a minute, just gasping for air and staring at each other when Grandpa came running over, "_Are you two okay?" _he said and she could almost hear how much it hurt him not to shout. He dove into a slide like this was baseball and he stopped right next to her. "_Gwen? Pumpkin?" _he asked the question as his left arm shot up and she saw the display reflected in his faceplate again. Only this time instead of words she saw the shape of a human body in it and it was green except for her right ankle and hip and shoulder. Those blinked yellow. A part of her wondered why, the rest of her stared until he got up and hurried over to Fourarms as he pulled another of those little wands out of a pouch and waved it over him. "_Ben? Sport, if you don't say _something _then - then you have to do the laundry for a week!" _

"_No fair," _Ben gasped out as he pushed himself up and his bottom two arms hugged his stomach. "_I'm fine, Grandpa. You know that Fourarms is Tonka tou - " _Then he looked at her and the two eyes on the right side of his face went wide. They were so green, how had she never noticed? A part of her was sure that it was because of the alien's red skin, and another wondered and the rest just wanted to take a nap, so she let her head droop. "_Dweeb?" _he asked, the deep rumble of the alien's voice went up an octave.

"I'm fine," Gwen gasped out as she wrapped her left arm around herself and she couldn't figure out if her hip or her shoulder hurt worse. "I just need a second."

"_You're not!" _Ben shouted as he started to push himself up.

"_Ben," _Grandpa warned as he put his left hand on Fourarms's shoulder and kept waving the wand around. Grandpa was the biggest man she knew, but his hand looked as tiny on that shoulder as Fourarms had when he was wrestling with Exoskull. Ben stared at it for a second, then he shoved the wand away with one hand as he waved at her with another and pushed himself up with the other two. "_I'm fine! What's _wrong _with you? Look at Gwen! She's the one who - we need to get her to a hospital!" _

"_She's _wearing _one, Ben. You're _not!" Grandpa said as Ben's hands shook and his glare got darker. Until she looked at him. Until she said called his name with a warning in her tone. He didn't lose the glare, but he stayed still until Grandpa shook his head. "_You're lucky that Tetramands are tough, Sport. If you were anyone else… We'll check again after you change back." _

"_Told you," _Ben growled. "_What about - " _

Grandpa waved his right hand over his left forearm and he shook his head even as he reached over and squeezed her hand. "_I don't see anything broken, Honey, but you're going to have some dandy bruises tomorrow." _

"Figures," Gwen gasped out a laugh because she had to, because Fourarms looked four seconds away from losing it before she did. "I haven't had any good ones in a while and we don't go back to the dojo for three months!"

"_I'll take pictures," _Ben promised as he finally made Fourarms lipless smile and winced as it tugged at the bruise that was building up on the whole left side of his face, "_and finally show everyone that you're just as gross as I say you are."_

"Jerk," she laughed and that turned into a groan as everything started to hurt.

"_Here's something for the pain, Pumpkin," _Grandpa said as he touched the display and she felt something hiss against her neck, but it didn't hurt. "_And to help you heal. Just lie still. We're almost done here. Ben, could you?" _he asked as he reached back and pulled two metal bands as he got up.

Ben made a face as he took the things. "_What about…?" _

"_I need to check on the team," _Grandpa said, his voice worried, "_And I don't want him getting up again, do you?" _

Fourarms winced and pushed himself to his feet while Grandpa did the same thing and she couldn't help laughing because they grunted at the same time. Then she reached up and twisted her helmet off because she'd had _enough. _

The air was just as stale and cold as it had been downstairs, but it felt so _good _that she just leaned back and enjoyed it. She saw something flash as Ben put the weird plumber cuffs around Exoskull's wrists and ankles and finally turned the other way and saw Animo already had the same things on his.

"I want extra credit for this one," she groaned as she closed her eyes.

"Nerd," Fourarms's voice rumbled as he walked back to her. "Have we kicked his butt before? He looks..."

Gwen opened her eyes again at that and she saw Fourarms rubbing the top of his bald head with his two right hands as he stared at the mutant rhino. She went quiet for a second before she shook her head and told him the truth, "No."

And it was true. Technically. They didn't, Ben 10,000 did. But that was the future and it could _stay _there. And so could Ben 10,000 and Gwendolyn. She liked her Ben, not the jerk he turned into. Not that he would now. She wouldn't _let _him.

"Are you - " he started to ask because he couldn't let _anything _drop.

Then he did, but only because they heard Grandpa ask, "_Jerry__?" _as he knelt in front of the mutated man. It was the way he said the name... He sounded so shocked and surprised and Grandpa wasn't ever either of those normally

Ben gave her a look before he went running over with all sorts of questions spilling out of his lips. "You know him, Grandpa? Is he another - "

"He's an old friend, Ben," Grandpa said before he could finish. "I just don't know why..."

It took her a second, but she followed. Her shoulder ached as she pushed herself up, her hip hurt more as when she put her weight on it, but her ankle was the worst. Still, she managed to hobble over even as her hand went to the book that was waiting in it's pocket at her thigh.

Maybe she could find something to change him back. If she couldn't, she was _sure_ that she'd find something that would make Animo do it. There were some spells in the back - ones she _wished _she never read and never wanted to read again. Bolts of energy that burned and rituals that looked like they would warp Animo the way he warped everything else - but there were others, too. Things that were just a show. Things that would freak out even a man who thought it was a good idea to turn himself green.

Things like the pitch black eyes she saw when the Plumber who got zapped opened his eyes. There wasn't any white left in them at all, and even ten feet away it felt like they were going to suck her in. _Max? _

She saw Grandpa shudder and Ben looked away, but her Doofus bounced back somehow. He even managed a laugh and he looked the man over with all four of his eyes. "You don't even look that bad, dude! I've seen my dweeb look worse the night before a big test!"

She glared at his back and she wanted to smack him good for saying that. She could have given him a hug for the trying, too. But mostly the smacking.

Then she froze as a voice she'd never heard before whispered the words _Max? Colonel? _and she was sure that she didn't hear it with her ears. It was a whisper to her, but she saw Ben and Grandpa _wince _and she made herself limp faster.

"_You're okay now, Jerry," _Grandpa said as he touched the man on the shoulder. "_Just stay calm. We'll get Animo to fix you up when he comes to. What are you even _doing _here? I was there when you got your gold watch last year?" _

The plumber shook his head and more words dripped through her head. _Recon... __I was… they called me back - I don't… I can hear… What happened? _

"Animo. Next time just say no to one of his parties," Fourarms said, and somehow she could see him grinning even though he had her back to her, too. Then the grin faded and she saw him close his eyes as he touched his head, but somehow he still managed to mutter out, "No one cool goes to them anyway and the games all stink."

Gwen was only five feet away when the world spun and she barely stayed on her feet as the drip turned a waterfall of words in her head. She jammed her eyes closed, but it didn't _matter. _She could still see _everything_, but it was all wrong. She saw the room, saw Fourarms as he jammed his eyes closed and shoved three hands against his head. She even saw herself behind him. Saw herself bent in half as she pressed her hands against her ears because the words wouldn't _stop. _

_Colonel? Colonel! What's happening?! Who - who - ?! _That voice rambled on as the room spun back and forth from Grandpa in his suit to Fourarms until she was sure she was going to be _sick _even though she didn't have a thing in her stomach. Then the world stopped shaking as it froze and shrank down to the disc on his Fourarms's shoulder. A disk that was a green hourglass on a black face. _The Omnitrix?! It's real? But… _The world blurred up before it settled on Fourarms's paling red face, _But you're not Xylene! _

Gwen shoved her hands over her ears at the words and watched as Ben did the same with all four of his as he crumbled to his knees and somehow managed to gasp out. "Too loud, dude!"

The world blurred again to a faceless gray and black form that was kneeling in front of her, his hand on his side and then she heard a scream, _That's not Xylene, colonel! Who has the Omnitrix? Who's B - _

Then there was a flash of light and it all went away so suddenly it was like someone slammed a door in her face. She bounced back, gasping for air as her eyes flew open, but everything was normal again. Or as normal as it could be with a Rhino and a mad scientist handcuffed on the floor.

"This never happens at Learning Camp," Gwen gasped the words out to herself as she stared at tile floor and tried as hard as she could not to throw up again.

Then she heard Fourarms gasp out a word of his own. "Grandpa?" And her head shot up and she saw Fourarms staring at their Grandpa.

At the pistol in his hand and the motionless man who was tied to the pillar in front of him. "Grandpa?" she asked as her skin went cold.

"_He - " _Grandpa started, his voice small through the speaker before he dropped the pistol and touched his wrist as he went quiet. He went quiet for so long that she felt her stomach start to knot, and then he nodded at something before he reached up to take off his helmet. It came off with a hiss and he looked so old and tired under it as he stared at the man he'd just -

Grandpa -

Grandpa _wouldn't - _

"The ray must have made him telepathic," Grandpa said, and he sounded just as old as he looked. "And he was panicking. He could have burned out our brains without even realizing it. I had to stun him."

"Stun?" Gwen asked, her voice small as she stared at the man again. He looked so peaceful now, but she thought she saw his chest move.

"Crazy old man," Fourarms laughed as he sagged forward.

Grandpa smiled, or he tried to. "Who are you calling old?" He gave the Plumber one more look before he sank down to the floor and gave them another look. "You two should head back. We're done here."

"We're - ?" Gwen started to ask as she shook her head and tried to _think. _

Ben didn't. He just started waving three of his four arms around as he shouted. "Done? What about Animo? And _them? _We have to - "

"I took care of it, Ben," Grandpa said as he rubbed his face.

"What do you mean that you - " Gwen tried to ask.

Only to get interrupted _again. _"I called in some old friends, Pumpkin. They'll clean up," Grandpa said, and he didn't even look _sorry_. "I'll keep an eye on things here. You should get back to the Rust Bucket before Ben times out." He gave her an exhausted smile as he shook his head. "I'll give you both piggy back rides if I have to, but my back's not up to it tonight. Please?"

She shared a look with the doofus before he rolled all four of his eyes. "If you're sure…"

"I'll be fine, Ben. Animo…" Grandpa said and he gave the crazy scientist a look that was just blank. "This is the end of the line for him. He's not going anywhere. So get. Both of you."

"But - " Gwen tried one more time as dozens of questions raced through her mind as she stared at the four men that they'd just saved and wondered at how Grandpa _knew _that help was -

Grandpa sagged as he brushed his hand over his left forearm and cut her off with just two words, "Gwen, _please." _

"But - _" _Gwen tried as something hissed and a yawn that she didn't even know she was fighting back stole away everything else she was going to say. She sank down to the floor as she finally felt all the aches she'd picked up in the last forever. A thousand and one, most of them focused on her right side and they all pulsed with her heartbeat. She tried to count them as she watched Ben untie the Plumbers from the pillar and Grandpa check them over, but she gave up. Then she pressed her hand against her ankle and she tried to call up the mana again, but the light barely flickered around her fingers. She stared at the spot where the aura should have been burning and she saw the softest blue light flicker between her fingers. It wasn't much, it wasn't _right, _but she grinned at the old color as the world around dimmed her. "I _like _blue…"

When the next yawn tore through her, it was so big that she didn't even try to hide it.

"Are you - ?" Ben started to ask as he stared at her.

Then Grandpa cut him off with the obvious. "You're both hurt and she's exhausted from all the magic, Ben. Take her home and stay with her. I'll be there in a minute." he said and then he said some more stuff that she half-listened to.

Ben said everything that she knew she should, too, but she felt her head droop into her arms before she could say anything and he just stopped. Then he was kneeling down next to her and about to scoop her up with all four of his arms. "I can't believe that I have to carry your big butt..." he said with a sigh that probably sounded annoyed to anyone else, including her a year ago, but she could hear the tease in his voice and see the gleam in his eyes now even as she yawned again.

Gwen crossed her arms as he slipped his arms around her shoulders and under her knees and nailed him with the best glare she could, which wasn't much of one when she just wanted to close her eyes. Somehow she managed to force out a, "M' butt's not _big, _Jerk!" even as she slipped into the crook of his top two arms. She even managed to smack him once on the chest. Not that Fourarms noticed it. Not like she did when he slipped his third hand under her and - "Ben!" she squealed and jumped at the pinch, so shocked that she couldn't even glare.

And he just smirked back down at her with eyes that looked way too smug for her liking. "I don't know, it feels pretty big to me," he said, his voice a rumble that went right through her.

Gwen felt her jaw drop before her glare caught up. "You - " she started to say as she poked his chest. Then she felt his hand shift under her again. "Grandpa!" she shouted for help as her brain finally caught up and she tried to swat the big hand away from her as she squirmed in his arms. She smacked him again just to get the point across as she waited for Grandpa to say something, but Ben just smirked all the more as she glared up at him while Grandpa…

Didn't say a word.

The man say anything for so long that they both finally broke their stares and looked over at him. The big man was just sitting there on the floor with his pistol in his lap and a far away look in his eyes as he stared at the green man who was tied up and still out of it on the floor. "Grandpa?" Fourarms finally asked.

Grandpa jumped then. Jumped and blinked as he finally looked at them again and sighed. "Ben, I don't know what you're doing, but…"

And that was it. It was enough. Gwen poked him again and said, "You heard Grandpa. Behave, doofus." Then she yawned hard and that stole away all of her dignity as she sagged against him again. The Larrson in her hated how improper it was almost as much as it did the idea that she need the help to begin with, but right now she _hurt _from her ankle to her shoulder and it all throbbed right behind her eyes. She _wished _that whatever painkiller Grandpa had given her would just kick in, but it didn't and she just wanted to sleep.

Someone should have warned her that being a badass ninja sorceress was _exhausting_. Besides, Fourarms was warm like a kitty in the sun and snuggling him felt so good.

Just as long as he didn't make her kick his butt for touching hers again anyway. She grinned at the thought as she snuggled in closer. Close enough that she _felt _Ben's pained hiss more than she heard it as she pressed against his chest and her eyes flew open again. "Your ribs!" She said and she started to squirm free again. "You're hurt! You can't - "

"Carry you? Please. I could do this all day, even with your big butt," Fourarms said as he shifted her in his arms until the pinched look left his face. "Stop worrying and relax, Dweeb."

"Fine," Gwen murmured as she finally settled. "Be the hero."

"Hero to heroes. That's me," Ben said with a wide grin as he started walking.

"Careful, Ben. You almost called me a - " Gwen said as she smirked up at him even though that name twisted her stomach, or she tried to say before a yawn cut her off and she closed her eyes again. It was hard enough to stay awake even before Ben started walking, and almost impossible when he started to hum something as he went. It was a song that she didn't recognize until he hit the chorus, but when she did her eyes flew wide open and she let out an outraged squawk. Or she tried to, anyway. Just like she tried to smack his chest, but she barely managed to murmur, "I do not! And I don't want to hear about how much you like them!" as she gave him a swat so soft that she didn't even think that he felt it. Not like she did his pinch.

Just the _idea _made her blush and she should be _furious. _He _pinched_ her_! _The… the… He...

She didn't know, so she sniffed and turned her face away from him so she didn't have to see his smirk, but it didn't help at all. Especially not when Ben laughed again with a soft chuckle that meant he _won. _It so wasn't fair. Not when she was so tired that she couldn't _think _and he was so warm and why was he so warm? She didn't remember Fourarms ever feeling like this before when he carried her. It was just him _cheating_ again. She should be so mad at him, not...

_He _pinched _her_ butt!

As bad as that was, it was the way he grinned that made her wiggle in his arms as she tried to find something to look at that wasn't _him _even though her eyelids just kept getting heavier and heavier and he got warmer. She ended up looking over his shoulder as they left the ruined reactor room. Guilt and worry wouldn't let her go until she did, but the four men they saved looked okay now that they weren't tied up anymore. She watched as Grandpa got up and moved right over Animo with his pistol still in his hand. He looked so tired as he stood there with his shoulders slumped and his face grave that she almost said something.

Then Ben turned the corner and both men were gone, but it was okay. Grandpa was watching him, Animo wasn't getting away this time.

"Good," Gwen just barely got the word out as stopped fighting her eyelids and finally let her head sink down because there wasn't anyone else who needed a hero. "G'd day," she mumured.

"The best," Fourarms said as he held her closer. "This summer _rocks." _

Gwen just smiled and nodded at that as his body heat stole away the last of her strength. She knew that she should stay awake just in case, but she pressed her ear against his chest instead and drifted off to the sound of his hearts beating.

\- o - o - o - o - o -

**Erico Omake**

_Omnitrix Log, Day 368_

"What...what kind of...this is clearly not a naturally occurring organism, or even an anticipated mutation of one. Studying the genome for answers will cost me valuable hours, but if I can discover how it was made then…

Unless…

No, none of the anti-tampering alarms have gone off this time, so the human child isn't attacking my greatest invention with a rock again. This isn't just another glitch in the matrix, this is... What is happening on that planet? And more importantly, do I even want to know?


	13. Voices Calling

**Chapter Thirteen: Voice Calling**

_Inside the Rustbucket_

_On a Lonely Road in Nevada_

_10:05 am, May 29, 1999_

it was the voices that woke her up.

" _\- nest located and eliminated, Avalon. Returning to base - "_

They were talking just a little bit too loud for them to fade away as white noise and too soft for her to just listen to, but if it was just one or two then Gwen might have still just ignored them and gone back to sleep.

It wasn't.

"-_repeat, Recon Alpha-Gamma 3 - " _

" - _Malta One reporting in. The gate is closed and all conditions green - _

There were dozens and they all washed over her in little snippets of conversation. Some of the voices stayed while the rest came and went. There were more men than women, even if it was usually the women who stayed, and all of them sounded different. Some of them like they just walked off of TV, while the rest sounded almost musical even if those were the ones that came with an ache behind her eyes and the oddest whiffs of things like fish and onions and tea that told her that she was still more asleep than awake. She tried to make up that difference, but the voices wouldn't _stop_.

" - _have an active Carol-Anne here. Containment in progress - " _

Maybe if what they said made any sense, she would have been able to ignore them, but they didn't and she couldn't. She kept drifting back to them even as she breathed in the bitter smell of Grandpa's coffee and listened as the rumble of the generator and the air conditioner competed with the muted not-snores coming from the bunk above her and the chainsaw up front.

Gwen just wanted to soak up all the things that she'd missed, all the things that meant that she was _home_, but the voices wouldn't _shut up. _

"Gr'ndpa! Turn it down!" Gwen groaned as she pulled her pillow over her head, but it barely cut down on the noise and Grandpa wasn't listening. He must've fallen asleep on the remote again and that was why the channels kept changing and why he didn't care that he was driving her _crazy. _

She could just get up and turn off the TV herself_. _She knew that she _should, _but she grinned anyway because she was a witch and she was ready for this. She'd been practicing for months now - and doing more than practicing whenever they went out heroing because Ben so didn't do quiet _\- _and she had the Silencing Charm _down. _

It wasn't permanent. It wasn't even really a charm and that was probably why it worked for her when none of the real ones did, but it would do until Grandpa woke up. The best part was that she didn't even have to get out of bed to cast it.

Which was so good, because she was on _vacation. _

She could have just cast it on her blanket if she wasn't already _this _close to getting all sweaty and gross under the thing as it was and pulling it over her head would have been a nightmare. Still, that meant that she needed to do the one thing she didn't want to. She had to open her eyes. Her groan filled the back of the Rust Bucket as she rolled over, she was sure of that, but she did it anyway because she was _responsible _and she didn't shoot spells off blind.

Not again, anyway.

If she was lucky, no one would _ever_ touch her Einstein poster or see the dent in the wall behind it, which so wasn't her fault! What did the doofus _think _she'd do when woke up and saw...

Saw…

"Furry Freddy?" Gwen croaked out as she blinked at the old teddy bear that was sharing her pillow with her. She slipped a hand out from under her blanket and brushed her fingers over his fur just so she knew he was real. He felt just as soft and fuzzy as she remembered. Gwen couldn't help her coo as she grinned at him and asked, "What are you doing here?"

The old teddy bear stared right back with his one button eye, but he didn't say anything. Not that she really thought he would. Not that him talking would be the strangest thing that ever happened in her life, or that she didn't have a dozen spells ready just in case because she _knew _her horror movies and her life kept looking like them way too often for her to _not_.

Not when she kept having dreams about the bear dancing in the sky, and someone laughing with her under blue and green stars.

But the teddy bear didn't do anything as she pulled him close but get snuggled. He was so much smaller than she remembered, even smaller than he'd been last year when she'd thought that for the first time, but he still fit right in her arms. "Did you fall out of bed again?" she whispered to him.

Gwen looked up at the bunk over her head and bit her lip as the bear just kept on staring because that didn't _work. _She'd found the bear on the floor a half dozen times last year, and she laughed each and every time because Ben always freaked out_, _but Freddy never landed in her bed. Not when the top bunk was just the same size as hers. It was _impossible. _

Unless…

"Ben?" Gwen whispered as she stared at the dent in the bunk above her and stroked the bear's back with her thumb. She'd teased him _so much_ for bringing a teddy bear last year and she couldn't believe that he'd done it again. It wasn't like she needed more proof that he was a _doofus. _She knew that she should tease him about it, that she should tease him so bad until he did her chores again for a couple of days_. _

Last summer she didn't even think about it.

Now she just chewed her bottom lip as she curled up tighter around the teddy bear. Furry Freddy was almost as much a part of the doofus as the Watch was and he'd had the stuffed animal for a _lot _longer. Long enough that it used to be a part of all their sleepovers when they were little. "You were always so cute," she whispered to the bear as she remembered bits of all the games that they used to play, and all the ways she dressed the bear up even as Ben glared at her.

She kissed the bear again, and that was why she felt the rough stitches around the bear's right ear. She knew that there would be more around his right arm, too, if she would just feel for them, but she didn't. "Doofus," she murmured, angry and not all at the same time.

"If he'd just left Marie alone..." Gwen muttered into the bear's forehead as she sniffed, but Ben hadn't and when she saw her Scientist Barbie go into the campfire…

Well, Furry Freddy didn't get the worst of it after that and Ben gave just as good as he got, but still…

"Sorry, Freddy," Gwen whispered the words she should have said last year as she pressed a kiss into the top of the bear's head and stared up at the bunk above her again. "I'm glad that Aunt Sandra managed to fix you after all." She was almost as glad that Ben was willing to share him again, even if she didn't know _why._

But she was still smiling as she curled up around the bear again anyway. Between Furry Freddy and Ben's soft breathing she shouldn't have stood a chance, but the voices wouldn't play fair.

"_-egative, Recon Beta-Foxtrot 3. New mission incoming. Merlin says that you don't get to take a break yet, so get off your lazy butt and - " _

The voices were just annoying before, but now they made Gwen wince and forced another groan out of her. The woman's voice wasn't anything like her mother's, but the tone…

The laugh and the warning all mixed together…

The woman said more after that, but Gwen didn't hear a _word. _She didn't need to, she knew them _all; _how ladies didn't stay in bed all day - even if it was summer - not when she'd gone to bed without getting a shower or using any of her lotions or even brushing her teeth and she wasn't an _animal. _"Animals _eat, _Gwendolyn," Gwen muttered into her pillow, her throat tight as she tried to copy the tone she'd heard so many times even as her stomach let out a little rumble that reminded her that she _hadn't. _Not anything that stayed down anyway. Not since lunch yesterday. "And I thought you had plans, Lazy Butt…"

It wasn't _fair. _Gwen said even as she made a little face because she could smell her breath against the pillow. "Vacation," Gwen said with a little whine that didn't do a thing but make the image of her mom sighing all the more vivid in her head as she rolled over and tried to block it all out with her pillow again.

It almost worked. It blocked out everything but the noise that the doofus was making as he snored on without a care in the world, the _jerk. _

The jerk who already promised that he'd keep practicing karate with her all this summer instead of just sitting there and making fun of her for it like he did last. He'd almost looked excited about it, too, the last time they'd gone to get smoothies and they'd just talked all about the summer. Her ears were still ringing from those gunshots as they watched the police surround the smoothie stand and pull the two jerks they'd caught away, but even if she couldn't hear a thing she still would have seen the grin on Fourarms's face as he dropped into first kata next to her.

Gwen wished that he looked as excited about her trying to follow in the journal writer's footsteps instead of just glaring at the book, but if she was going to listen like that she'd have to do it before anyone else got up. Which meant…

"I get it, Mom," Gwen muttered and the memory faded just a little as she stretched like a cat. Then her body betrayed her with a yawn as she tried to get up and her eyes drifted closed instead. She didn't know how long she'd been asleep, but it wasn't enough. Not after -

Her mind was on everything but her right ankle until she tried to stand on it. After that, her ankle was all she could think of as it throbbed and she dropped butt first back onto her bunk.

Somehow Ben slept through her falling back on her bunk because he didn't miss a snore as she swallowed her gasp and all of the cursed words that she'd learned in gymnastics or Karate or heroing and not from her spellbook. Ladies didn't do that, and neither did she. Much. Not even as she wrapped her hands around her ankle and the wrap that someone put around it.

The pain faded just a little as she made the air around her hands burn pink around her ankle. Then she forgot all about it as a man who was breathing too hard and too fast gasped into the air, " _\- contained, Avalon, but we have wounded here!" _

It wasn't the words, it was the little gasps that the man was making that made Gwen sit up straight and look around as her own heart thudded in her chest. She _finally _woke up when she saw the two gray suits sitting crumpled up on the floor in the corner with their helmets sitting on top and last night came flooding back.

"Ben!" Gwen's heart caught as she remembered that he'd been hurt, too. As she remembered the bruise that took up half of Fourarms's face and the way he'd been holding his ribs even as he carried her out of that base. She thought she'd see the same thing now, see the same black eye he'd gotten weeks ago, but it would be so much worse now.

It was so bad then. So bad that she saw _red _when he finally told her what Cash did and her hands still curled up into fists when she thought about it, but that wasn't anything compared to the monster of a rhino that they'd fought.

That Ben _tackled _just because he _had _to be a hero and save her after she'd saved him. She'd seen red when he told her about Cash, but her breath just caught now as she remembered the crunch that the thing's fist had made against Fourarms's face. It didn't feel like she'd ever breath again as she spun around and got up on her tiptoes even though her right ankle was still screaming at her because she needed to see…

The doofus didn't have a mark on him.

Ben had the covers kicked down to his knees and his face half-smooshed against his pillow, but she could still see enough of it that she knew he wasn't hurt.

Gwen let out a little relieved giggle as she let her forehead drop against his bunk and the mana fade from her hands. It felt like she stayed there forever, but she was looking up again before he even started his next snore, and her eyes went right to his left arm, which he had wrapped over the top of his head and the pillow both, and the alien device that was a part of it. "And you call _me _lucky," she murmured into the hard bunk.

Her magic was so much cooler than his watch even if he'd _never _admit it - and if she told herself that enough she might just believe it, too - but it didn't heal her. Not like the watch did every time he got hurt while he was going hero and it timed out.

Sometimes Gwen wondered what it would have been like if she'd found the watch instead, but not now.

Now she just let the corners of her mouth twitch up because he looked so cute lying there. She didn't even think about it when she saw his fingers twitch against his dark brown hair and push some of it into his eyes. She just reached out and -

And yanked her hand back like he was the bonfire that she felt burning in her cheeks just as her fingertips brushed his hair. "What is _wrong _with you?" she hissed at herself as she dropped back down to her bunk and grabbed for her blanket. _Cute? _She tried to shake the thought out of her head and all she got was a mouthful of red hair for her trouble.

At least it hid her mortification. _Cute? _The _Doofus_? Did she hit her _head _when she hurt her ankle last night, too? Did she have a concussion? "I'm going to be stupid!" She whimpered in horror as she reached up so she could find the crack that she was sure that her skull had, but nothing hurt.

Not with her anyway.

She _knew _what was wrong with _him _when she heard Ben make a noise deep in his throat that sent her heart straight up into hers and the rest of her back onto her tiptoes. "I didn't do - !" she started, the words sounding hysterical even to her and she didn't _care. _

Not when she _knew _he was going to be so much worse. That he'd be freaking and _right _and she hated it when - when -

Then he let out another whimper and she saw him wince and curl up into a tighter ball right in front of her. "Come on. Don't do the drama, I just - I didn't _mean _to - " she got out before she realized his eyes weren't even open. That he was squeezing them tighter shut as he made that noise again and shook his head. "Ben?"

She figured it out just as he started kicking at his covers. She should have done it sooner. She'd woken herself up doing the same thing. "It's just a dream! It's okay!" Gwen whispered the same words she'd heard her daddy telling her one night right after they got back and they didn't help the doofus any better than they did her. He just kicked at the bed like there was something there besides the blanket tangled around his ankles as he made another gasping sound that cut right through her.

"Ben!" she shouted at him because she didn't know what else she could do as she bounced on her toes. "Grand - " she started, the name on her lips as she dropped down on the flats of her feet and got ready to spin around and _run. _That was when she saw the bear still on her bunk and _remembered. _

She grabbed up the bear now and did the same thing that he'd done for her when they were little and she had a nightmare at his house. She all but shoved Furry Freddy into his arms. "Ben! Ben, here!" she gasped out as she did it even as he kicked himself against the back window and reached blindly for the alien device on his left wrist.

He almost reached the cold alien metal of the Omnitrix when he found the bear instead. She was sure that she woke him up as he grabbed the bear curled up around it, but he never opened his eyes. Not even for a second. He just squeezed his teddy bear against his chest and shuddered.

"You still got the magic, Freddy," Gwen whispered to them both as she tried to smile, but the doofus didn't relax. Not even for a second, even if he did stop kicking. She thought about doing the _other _thing that Ben always used to do when she had a nightmare, but he was a _doofus _and it was just a nightmare and it was wrong and sick and gross and they weren't _babies _anymore. She couldn't just…

And he hated it when she touched him anyway. He barely let her lean on him. It didn't matter how scared or sad he looked right now. If she tried…

That was the only reason that she didn't shake him awake. She _knew _that the boy would freak out even worse than he did when she teased him with a kiss on the cheek. That freak out was why it was her favorite tease. Especially lately, now that he was acting so weird around her. God, he'd probably _wish _for the nightmare if he woke up with her touching his arm, much less…

She could almost hear his scream if he woke up while she was giving him a hug. It would sound just like the ones he made when she kissed his cheek - which she understood. Or maybe he'd just start squirming away like he always did when she got too close for too long - which she so didn't.

Unless...

"Am I _really_ that gross?" Gwen whispered to him as her voice shook. She let her head drop and shoved the back of her hand against her eyes just in case. She knew she hadn't taken a shower last night, but he'd gone _days _without one and - And It was bad enough that she'd finally said it out loud, even if he was asleep. She _never _would have if he'd been awake. She wouldn't have even let herself _think _it if he was.

He always used to hug her when they were little. Gwen missed it so much after he turned into a jerk and stopped, but he was finally turning the doofus dial down to an eight instead of keeping it cranked up to eleven all the time and it was so nice. They were even friends again.

Maybe.

Almost. He let her tutor him when he needed it and he even seemed to listen sometimes. They practiced karate together and heroed, but they didn't just hang out. They talked when their parents were being crazy, but getting him to talk about anything else was like pulling teeth. He always made her laugh and feel better and no one could make him blush like she could, but...

She just wished…

She didn't know.

Gwen _knew _that he was still probably her best friend, which was sad _beyond _words and made everything that Marci said yesterday an even meaner joke, and it _hurt _when he let out another whimper and wished that she could just climb into his bunk and hug him until the nightmare stopped like she used to, but that didn't mean...

The RV was so quiet now that she jumped as the television changed the channel again like it had been all along and a woman's voice came on. Gwen missed the first few words before she realized that she _knew _this voice and her head shot up.

" _\- peat, this is Avalon, Whiskey Foxtrot, report," _the same woman she'd heard last night said, only she sounded _exhausted _now. Exhausted and confused.

Grandpa wasn't listening to the TV, he was…

Those four men that they saved… The woman had been talking to one of them, Gwen was sure of it. And they'd been wearing suits just like the one she saw tossed in the corner of the room, the one she barely remembered Grandpa waking her up and helping her out of. The ones he said were Plumber's gear last summer when he took them out of Rushmore.

The Plumbers he said didn't exist any more.

Those four men…

"No," Gwen whispered as she shook her head, the word sounded desperate even to her. "They _can't _be. Grandpa wouldn't - "

He would. He had before. He lied over and over again last summer. About the Omnitrix and Vilgax and the Plumbers and who he really was. "He _had _to," she tried to tell herself just to make her brain _shut up. _It wouldn't. "He told us _everything. _After the first time Vilgax came after Ben and Phil, he told us…" The words died in her mouth.

Didn't he?

"He knows _best," _she tried as she stared down at the floor and tried to think and just ended up staring at her ankle.

The strange bandage that was wrapped tight around it anyway. It looked just like the bandages she'd seen in gymnastics or karate, but she'd felt… something in the fabric when she'd been trying to heal her ankle with mana. Something that almost felt like tiny wires running through it. Whatever it was, it was helping just as much as the magic. It hurt when she put her weight on it, but it wasn't anything like when she landed wrong in gymnastics last year. Her foot looked like a football the next day and she needed crutches for a _week _after that and yesterday's fall was _worse. _

But it didn't look like it. Not when her ankle was just puffy instead of swollen. Like it was already mostly healed, but that was _impossible. _They'd gone through dozens of them last year, but there were always more just like how the first aid kit that he kept under the passenger seat never seemed to get any emptier. Almost like...

Her hands pulled at her shirt and her shorts and she saw more impossible things. The bruises on her hip and shoulder were huge and ugly, but they were already fading to a disgusting yellow even though they should have been just turning black and blue and she couldn't...

Then her hand went to the spot on her neck where she'd felt the suit blow something cold and wet against it after Grandpa pushed a button on his. Without asking her. Without even telling her what he was doing until he was done.

"_\- going to be another long day. All team leads are authorized to dispense Ketracel until further - " _

Just like before, when he didn't tell them a thing until he _had _to.

"He's _Grandpa," _Gwen whispered the obvious to herself as she stood there with her weight on her left foot and the words felt so heavy in her mouth. Muttering was one thing, but… but he was Grandpa! She couldn't go up there and yell until he explained. It wasn't he was Ben or -

She looked up at that. Her eyes went right back to her doofus as he laid there with a teddy bear in his arms. He was still, but he didn't relax. His face was still twisted like he was in pain.

Like it was last night, when that poor mutated man had been yelling into all of their brains. He'd been just as close, and Gwen saw it all like she was the one doing it through that man's eyes.

She knew better, but it still felt like she was the one hurting her doofus.

She felt a hot tear come from out of nowhere and slip down her cheek and it felt like it burned the whole way. That man thought Xylene had the Omnitrix. He _hurt _Ben because he didn't know…

Why didn't he?

Gwen wiped the tear away because she wasn't that kind of girl who cried over nothing like some of the ones she went to school with did. Her mom taught her better than _that. _So did Ben. She thanked God that he didn't see her right then. She'd never hear the end of it. She watched him sleep for another minute just to watch Furry Freddy at work again and wished that she could just stay, but she couldn't. She had to _know. _She wanted to wake Ben up, but… but it was Grandpa. She loved her Grandpa. She loved him more than anything.

But Ben loved him more.

Gwen knew that. She always knew that. Ben didn't talk about _anyone _like he did their Grandpa. He didn't even talk about the Omnitrix like he did Grandpa. She wanted Ben at her back for this because they were so much better together, but he wouldn't be.

Not when he wanted to grow up to be just like Grandpa. He always had, even before the Watch or the Plumbers or any of this and he never hid it.

That's why he was the favorite.

"I can live with being second best," she said to herself, the words soft and a lie as she spun around on her good ankle and started marching. She loved her Grandpa, but not enough. Not enough to keep quiet. Not if it meant that her doofus got hurt.

That thought made her turn and sent her marching through the curtain, She made it a step past the bathroom and her resolve never faltered, but her hands were wrapped tight together and over her heart before she reached the fridge. Would Grandpa hate her just for asking? He never had before, not even when she spent hours peppering him with questions about stuff, but this was…

He didn't _talk _about this. Her daddy and her uncle didn't even _know. _She didn't even think that her grandmother knew. Would he get mad?

Or would he just sigh and look at her like she was being the biggest pest in the world like her mom sometimes did and tell her that he knew best like she _always _did? Gwen didn't know.

She _had _to know.

Her steps didn't slow down until she walked past the fridge and finally saw his fold out bed. It was bigger than their bunks, but not by much. Sometimes she wondered how the thing could even hold a man as big as her Grandpa, but she never dared to ask.

It was empty now.

"- _firmed, Avalon. I'm declaring a Roanoke here. Moving on to the next objective - " _

She jumped at the man's voice even as her eyes flew across the empty bed even as she heard Grandpa's snore. The covers were there, but they were wrong. They weren't pulled up or kicked to the side so he could get out of bed like they usually were in the morning. They were bunched up at the bottom just like they were last night when…

When she'd been sitting there with him and trying so hard to understand how he could take Marci's side over hers. She could still see where she'd been sitting when the alarm went off and Hero Time took over.

Her eyes flew to the front of the Rustbucket and the radio that was playing there. And the white hair that was just peeking out over the headrest of the driver's seat. "Grandpa!" she called out, forgetting all being angry or the pain in her ankle as she rushed forward and up the two steps. The big man didn't even flinch as he sat there with his head down and snored away with only the seatbelt holding him up.

As he sat there still in his Plumber's suit with the helmet tucked on the floor by his feet next to a huge travelers mug and his pistols holstered on his hips instead of locked up like they always were. "Grandpa!" she called out again as she grabbed his arm with both of hers and shook.

She expected him to ease awake and give her a sleepy grin. Maybe even muss up her hair with his hand like he sometimes did. He jerked awake instead, his bloodshot eyes wild as his hands went for the pistols at his side. "GRANDPA!" she shouted again as she bounced away with her heart in her chest and old words on her tongue.

He blinked hard again and again as he finally saw her just before she could call up a shield between them. "Pumpkin?" he rasped out before he shoved the heels of his hands against his eyes. "Gwen, honey, don't _do _that! I thought…"

"Were… were you having a nightmare, too?" Gwen asked and she laughed like it was a joke.

"No, I…" he shook his head again and blinked before his eyes softened. "Did you…? Is that why you're up, Pumpkin? Do you want to talk about it?"

"No," she said and she shook her head with her eyes still on the pistols at his side. "I didn't. Not last night, but Ben…" she said and the words died off because it seemed _wrong_ to tell. It didn't matter. Grandpa's hand immediately went to his seatbelt anyway. "He's okay, now. I gave him back Furry Freddy."

"Him and that bear," Grandpa said as he relaxed and shook his head. If she didn't know the man as good as she did, she never would have seen the guilt well up in his eyes before he blinked it away.

If she knew the man at all.

She wanted to sit and think and get her weight off her ankle because it was finally starting to ache again, but she couldn't. She was almost taller than her Grandpa when he was sitting and this was already so hard that she couldn't give that up. It was silly, but it was all she had unless she pulled out her spellbook.

He was _Grandpa. _She couldn't.

But she could lean back against the seat and cross her arms like Lauren Spade always did. She could pretend that she was the Cat's Meow instead of Lucky Girl and be super-intimidating. She could look more intimidating if she was wearing _anything _else, but if she could pull this off in her black shorts and yellow butterfly-print tank top then she'd earned her strut later. She tried to make her voice as gravely as Ben did when he was questioning bad guys, but she couldn't match Fourarms or Diamondhead rumble as she growled, "Why are you still in your suit?"

Grandpa yawned and blinked at her. "Are you okay, Pumpkin? I have some honey in the back if your throat hurts."

"I'm fine," Gwen muttered as she let the growl go. So _stupid. _Then she took a deep breath and squeezed her hands into fists. She couldn't match Fourarms's growl, but none of Ben's aliens could touch her scowl. "Why are you still in your Plumber's suit, Grandpa?"

"I…" Grandpa started to say as his hands went back to his eyes. "We have places to be, Gwen."

"Places?" she asked, the word hollow, and she shook her head. "What places? We're camp- " she started to say and she waved her hand at the windshield.

Then her hand and her mouth both froze.

The blinds were up everywhere else, and when she saw Grandpa hunched over like that nothing else mattered, so she never noticed until now that the forest was gone. The green was gone. The only thing outside was a broken land covered in sand and the rough bushes that could hold on in a…

"That's…" Gwen's mouth wouldn't make the word on her first try. It didn't make it on her second try either as she stared at the empty road that ran alongside them and disappeared in the hills ahead. She blinked and rubbed her eyes and the words finally came out when none of it went away. "We're in the desert! Why…?"

"Staying anywhere near Animo's pets seemed like a bad idea and I figured that the two of you have had enough of California for a while," Grandpa said with a shrug like it was nothing. "All the real adventure is out here anyway."

"It's… where?" she asked and every word got harder to say.

Grandpa looked out of the windshield and blinked. "About fifty miles from Reno, I think. I was trying to make it before I…" he gave the thermos another look and shook his head. "I ran out of coffee first."

"That's…" she tried to figure it out and she just couldn't. "That's _hours! _Why didn't you get _changed?!" _

"The suit's more comfortable than it looks, Pumpkin," he said with a shrug even as he squirmed just a little like it was giving him an itch somewhere he couldn't reach. Or shouldn't.

It didn't matter. Even if it wasn't giving him a rash she'd worn the suit, too, and she knew just how much of a lie that was. "Why?"

"I wasn't tired," Grandpa said. "And you were out before I even got back and Ben was barely any better. I had to shake you for five minutes just to wake you up enough to get you out of your own. I wasn't going to wake you up again just to ask."

And it sounded so, so good. All of it. It _always _did. Good enough that she didn't know what to say.

The radio did, even if the words were still gibberish. "_Code Yellow confirmed, Recon Beta-Foxtrot. Good hunting." _

They both jumped at the noise and turned as the world map flashed over the windshield again. This time it didn't zoom in, it just stayed there as dozens of little lights flashed to life over it. Most of them were green, including the one in Redwood National Park and that was the only one anywhere near them. The rest were scattered everywhere. One was as far north as you could go and still be on land and another in Florida. The rest were scattered over the rest of the world, including in the ocean and a yellow one down in Antarctica.

She was taking it all in when a new yellow light flashed to life in Europe, right over Greece. One of a half dozen that shined like stars that were all clustered in a country that she'd heard so much about in the news and that they'd talked about in class just yesterday. "Grandpa?"

And then it all went away in a flash and she was staring at the desert again. "Grandpa!" she shouted as she spun back and saw him pulling his hand back from a switch on the dashboard.

''Let it go, Gwen," was all that he said and when she spun back to face him he suddenly looked like he hadn't slept in weeks as he leaned back. "They were just some people who needed help. That's all."

He looked so tired and a part of her said that she could wait until he got some sleep, or got out of that suit anyway. She shoved that part away. She had to. She would never ask what she had to if she didn't. "Are they Plumbers?"

Somehow Grandpa's eyes looked even more bloodshot when he opened them again and gave her a look. "There aren't any Plumbers anymore, Gwen. Let it go."

"Those four men we saved," Gwen said and she could hear her voice getting louder as her hands curled up. "They wore suits just like ours and you said - "

"You're right, Pumpkin," Grandpa cut her off with a sigh. Then he stood up and he started to unzip the suit as he turned and walked away. "I should have gotten changed hours ago. I'm going to have to hose this thing out tomorrow"

She felt her mouth drop and she just stared at his back as he moved to the kitchen counter before the shock wore off. Then she got mad and chased after him. She caught up as grabbed his arm just as he stopped and pushed a hidden button and an equally hidden drawer sprang open under the kitchen counter. "You said that they were Plumber suits!"

He put the pistols into the drawer and yawned as he hit the button again and the drawer slid back. "They were ten years ago. Someone else must have - "

"Don't!" She shouted at him and she stomped her bare foot. She should have stomped it on his, not on the worn carpet. The Rustbucket didn't even notice. She wasn't sure if he would either.

Or maybe he would. His shoulders sagged as he looked at her again. She didn't know what he was looking for, but his dark brown eyes didn't find it and she felt so small as he shook his head. "I don't know what to tell you, Pumpkin. I was just as surprised as you when we saw - "

"Don't _lie," _she begged him as she caught his arm again and squeezed. He was so much bigger and some part of her knew that he could shake her off without even really trying and she couldn't do a thing about it that wouldn't hurt him.

She was already hurting him. She could tell just by the way he wouldn't look at her.

And he was hurting her. And it didn't matter. Not as much as it did that he was hurting _Ben. _"Why did that man think that Xylene had the Omnitrix? Why - " _Why did you really shoot him when he started to ask about Ben?_ Was what she wanted to ask, what she tried to, but she choked on every word after the but. It was set on stun, but…

Grandpa _said_ it was set on stun…

No. She couldn't think _that. _Grandpa wouldn't. Not for anything. Not for a _question. _

Would he?

She saw the shock well up in his eyes. "He's okay, Gwen. I promise." She heard the hurt in his voice and it drove her eyes to the floor.

Gwen felt sick for even wondering, sick enough that she couldn't ask any of the other questions she had, and Grandpa sighed before she could get her mouth working again.

"I knew you'd understand," Grandpa said as he let out a yawn and kissed her forehead. He looked down at the powder blue pajamas he was wearing under the suit and shook his head at the sweat stains under his arms. "Go back to bed, Pumpkin. I think it'll be a lazy summer." And with that he climbed into his own bunk. He was under the covers and snoring again before she could get her heart back under control and she stood there for a long minute after and she spent it staring at him and at the doofus and her empty bunk as she tried to decide.

She was so tired and her ankle _hurt _and - and - and -

And she gave her doofus one more look before she turned her back on them all and made her way back up front. She sank into the passenger seat and waited ten more minutes to make sure that Grandpa was really out of it before she reached for the radio and turned it back on.

And she nearly jumped out of her skin when salsa music blared out instead. Her hand shot out for the power button and she spun around and got up on her knees, sure that her Grandpa would be awake, that he'd _know _what she was trying to do and…

And she didn't know. He was _Grandpa. _They could get on his nerves, but he didn't get _mad. _Would this…?

It didn't. Grandpa didn't even twitch. Still, it took her ten more minutes before she tried again and this time she turned the volume almost all the way down before she did and this time she was ready for the salsa music. This time her hand went to the tuner because Grandpa must have bumped it and that was why the voices weren't there.

It wasn't. She went from one end of the band to the other and she couldn't find them again. She just got static and music until she froze as a woman's voice filled the air. The wrong woman. She knew this woman the second she heard her British accent because her mom always had her on in the car. " - coalition _forces are still massing on the border following the coup in Belgrade last week. The new government, the so-called Balkan Liberation Front, continues to announce that they will make their country into a graveyard of empires if the joint American-Russian forces cross the border when the deadline ends in twelve hours. They also deny all reports of abandoned villages in the countryside despite the video that was smuggled out last - _

Gwen leaned forward in her seat as she listened, as she remembered all those yellow lights, and she felt sick and sure even as she wondered -

"Please tell me you're not really doing _homework." _

Gwen screamed at the words. She couldn't help it. Then she turned around and smacked the boy who was lurking just behind her seat for scaring her and for smirking over it. "Ben! Doofus! Don't _do _that!"

"We've been out of school for _one day. _I know you're addicted to grades, but come on!"

"I am not!"

Not that the doofus was _listening_. His smirk got bigger as he said, "You just earned your A+ in Dweeb already. So relax. It's summer."

"Jerk," she muttered as she sat back down, crossed her legs and started kicking her foot because he almost caught her and he was being a total doofus teasing her like that."I thought you were asleep."

"I was," Ben said and she heard him yawn long and hard and felt the seat shift under her as he sagged against it. "Then the chainsaw under my bunk stopped and I - "

"I don't snore!" she snapped at him as she spun away and crossed her arms, too,

"Sure you don't, Dweeb." he laughed and she sniffed. Then she shivered as she felt just brush against her hair as he called out in a sing song voice, "I'm not touching you…" She wanted to bounce away from his touch, but she _knew_ that was just what he wanted and that he'd laugh the second she did, so she sat up a little bit straighter instead even as she bit back a grin. She can't be _that _gross if he was poking at her like this. His fingers froze for a second before he found a lock of her hair and tugged as he added, "Besides, I had to make sure that you weren't going Hero without me."

"I wouldn't!" Gwen hissed in surprise at the words and the hair pull. She would have shouted it if Grandpa wasn't trying to sleep five feet behind Ben, but her glares were just as good as a scream, so she tilted her head back and gave Ben her best one. "I'm not _you." _

"Hey! I get you every time!" Ben said and his eyes went wide with surprise as he bounced up from the back of her seat. Then he settled back down with his head against the headrest. Her _stupid _brain almost thought he looked cute again as he closed his eyes and then he ruined it all by opening his mouth. She braced herself for the next insult, and then he spoiled it all by muttering, "It's no fun without you anyway."

She _hated _it when he said things like that. Things that made her want to grin when they were fighting. Jerk. Especially when he was right. She dropped her eyes and squirmed for a good while before she muttered. "I know you do." He went so quiet that she thought that he'd actually fallen asleep standing up. She tilted her head back up and saw him staring down at her with worried eyes, and then his hand was on her forehead. "What are you doing?!" She shouted and slapped his hand away as her as her heart raced.

"Seeing if you're sick," Ben said, his grin back. "You just admitted you were wrong."

"I can admit when I'm wrong! It just doesn't happen very often," Gwen sniffed. "And what's with you playing doctor?"

"I just don't want you sneezing all over my stuff," he said and then he shivered and shoved off of the seat with real terror in his eyes as her words sank in. "And I am not! We're so not doing that again! Ever!"

She couldn't help laughing at him and the memory, or pouting after. "But you were _such _a good patient!"

"You put a whole box of band-aids on me! It took Mom _days _to get them all off!" He whimpered. He actually whimpered as he gave her a dark look as he collapsed into the driver's seat. "It's been seven years and I still have nightmares…"

She should have laughed. She should have gone in with the next part of the joke, about how his doofusness must be terminal if _that _couldn't cure it, but she couldn't. Not after his last word. She shuddered and stared at him for so long as she tried to decide and she hated herself for letting him distract her like that. She didn't even know how he did it, how he cut through the worry and had her fighting a grin and arguing right back, but he did it every time.

But now she had to worry. Now she had to decide.

And she couldn't.

His smile faded as she stared until he squirmed and looked away. "Quit it. I don't care _how _sad you look. We're not…" then it was his turn to go quiet as he looked out the windshield. "How long was I asleep?"

Tell him, a voice inside her said. Tell him everything. Between the two of them they could figure out _everything _before Grandpa even woke up. "A few hours."

Ben groaned at that, but he didn't take his eyes off of the desert just outside. "Where are we? Did Grandpa go drive crazy again?"

Tell him and he'd… "Yeah. Grandpa said we were close to Reno," she muttered as she dropped her eyes.

"Score!" Ben shouted.

"Ben! Grandpa's sleeping!"

"Please," Ben snorted with barely a glance at the bed behind them. "It's _Grandpa. _I could rock out on my guitar right now and the only thing he'd do is groove in his sleep." He looked at her as if he was waiting for her to admit she was wrong _twice. _Like that would _ever _happen. Then he got _that _grin. The one he only got when he had the _very _worst ideas. Ideas like sneaking into a game demo or reaching for the keys still in the ignition.

"Ben!" Gwen shouted and this time she hoped Grandpa would wake up. She shoved herself out of her seat and stared at him as he grabbed the steering wheel. "What are you - No! Don't even think it!"

"Why not?" Ben said right back as his smile got even bigger. "Grandpa will be thrilled when he wakes up and we'll be in Reno! This is the best idea ever and you're just jealous you didn't think of it!"

"I am not!"

"So jealous. Give me _one _reason why I shouldn't!"

Gwen's brain crashed as it ran through all the reasons this was a bad idea. Finally she settled on the most obvious one. "You can't even reach the pedals!"

That one sank in, she could tell just from the way his smirk melted into a scowl as he stretched but his feet didn't even come close. Then the smile came back. "Who needs two feet when you have four arms?"

"Don't you dare!" Gwen shouted as she jumped across the space between them and her hands caught his right one before he even reached the watch. She tried to put him in a wrist lock like she had so many times before, but this time he knew the counter. This time he twisted his arm before she could get a good grip and grabbed hold of hers instead and pulled.

He pulled too hard. If she'd been wearing shoes then she would have been fine, but she wasn't and her feet slipped on the old carpet. If her ankle was okay she could have kicked out a foot out and caught herself as she flew toward him, but she felt it give the second she tried. She let out a surprised and pained gasp as she fell, as Ben's eyes went wide and his hands disappeared from her wrist as he tried to catch her.

She did manage to twist as she fell and then his hands were on her waist and pulling her close while she caught an arm around his shoulders. If Grandpa wasn't as big as he was she would have gone right into the steering wheel, but he was and she just barely missed it. She heard Ben grunt as she landed hard on his lap and she should have been glad. It was what he _deserved. _

"Are you - ?"

"What was - ?"

They asked together and they froze together as they faced each other. He was _right there. _She couldn't even remember the last time that they'd sat so close. Close enough that she could see her own reflection in his eyes as they got huge and watch the red creep up his neck and spread out from his cheeks.

Close enough that he _had _to hear her heart pound. Close enough that she could smell him and know that he hadn't gotten a shower last night either and she _hated it. _Hated, hated, hated. Close enough that she could lean in and tell him _everything. _Just whisper it into his ear and…

And she felt his hands tighten around her waist and she sucked in a surprised breath as heat raced up her face. She should -

She should -

"That's enough roughhousing," Grandpa called out behind them, his voice rough with exhaustion and her eyes darted over to him as he pushed himself up with one hand and rubbed at his eyes with another. "Someone's going to get hurt."

And someone did. Her.

She barely realized that Ben's hands were gone when they were back again. When he shoved her off of his lap and she barely had time to even start to shout his name before she hit the floor between the two seats. She hit hard enough that it would have hurt even without her bruises, but with them she gasped. The second she did his eyes got even wider and she almost thought...

"And take your cooties with you, Dweeb!" Ben shouted as he brushed off his lap at her as his face went from red to burning.

She stared at him as a dozen emotions went through her before she settled on the best one. She closed her mouth so hard that her teeth clicked and then she was back up on her feet. Her ankle and her hip hurt so much more and she didn't _care. _Why did he…? Why did he have to be so _weird? _"What did you do _that _for, you doofus?!"

"It's what you _deserve! _Keep your hands to yourself!" he shouted and shoved right back.

She could have howled. She couldn't believe that she was _worried _about him. "Then keep _yours _away from the - "

"Do I even want to know what's going on?" Grandpa groaned out the words as his bunk creaked some more and she could just make out him starting to stand up from the corner of her eye.

"She's being _weird!" _Ben almost growled the words out as he shoved her away again.

Her butt hit the side of the passenger her seat, but she was ready this time and she sprang right back at him. "He was going to _drive!" _

"Was not!"

"Were too!"

"That's enough," Grandpa sighed and Gwen felt his hand catch her even as Ben shoved her away again and then he held her there until she stopped. "Ben?"

"I wasn't!" The boy barked out and Grandpa might have bought it when he glared at her, but not when his eyes fell a second later. "I was just keeping your seat warm.

"That's not going to work, Ben," Grandpa said and Gwen could have crowed. And then Grandpa followed it up with, "You'll never reach the pedals. You have to move the seat up first."

"What?!" Gwen heard her question echo before her mouth dropped and she stared as the crazy old man she called Grandpa bent over and did just that.

Ben let out a surprised squeak as the seat flew forward until his chest was almost up against the steering wheel. Grandpa looked up. "There. Try it now, Sport."

"Really?!" they echoed again in amazement and terror.

"Yup. You'll have to stretch a little, but that should do," Grandpa said and he grunted as he pushed himself back to his feet. "Okay, Sport. This old girl is a manual, so the first thing you're going to want to do is - "

"Grandpa! You can't!" Gwen shouted as she grabbed his arm. Why was she the only one in this family with any _sense? _

"Why not?" Ben shouted at her as he grabbed the steering wheel and squeezed it until his knuckles went white as if he was afraid that she was going to pry him away from it.

As if she had to _pry. _She was a _ninja sorceress. _"Because! Because we're only _eleven_ and it's _illegal_ and - "

Ben just snorted. "That's what you said when he taught us how to pick a lock, too."

Gwen flushed at that, but it didn't stop her even if it did make her reach up for the pins that she hadn't put in her hair yet. "We're not supposed to - !"

"Don't worry, Pumpkin," Grandpa said with a wave of his hand and a smile before she could snap back at the doofus. "You'll get your turn next."

"Really?!" Gwen said by herself this time and she bounced on her toes and grinned through the ache in her ankle.

Grandpa nodded. "I've been meaning to teach you both for a while anyway, and a deserted bit of road like this is perfect. Once you figure out how to handle the Rust Bucket you'll be able to drive anything."

"I know all about it!" Gwen said. "I read the book and - "

"Of course you did," Ben said with a roll of his eyes and she couldn't tell if his grin was supposed to make it better or worse.

"My Dad had to renew his license and I was _helping!"_ she shouted the words even as she reached over and grabbed her cousin's hand. "Come on! We have to check your mirrors and all the lights and - "

"I just did all of that, Pumpkin," Grandpa said with a chuckle as he pushed the doofus back down. "I checked everything before we started out."

"Yeah!" Ben said with a wild nod as he reached for the gearshift. "So, how fast can this thing go, Grandpa!"

"Fast enough," was all that Grandpa said as he moved behind Ben's seat. "I'll have you two drifting before the summer is out, but let's take it easy today."

"Awww…."

"Okay. The pedal on the left is the clutch. You'll need to use that every time you want to change gears and you already know where the stick is. Then it's gas and - "

"I know, Grandpa! I've been to the arcade."

"Then you know that you have to turn the engine on first…"

"Oh," Ben blushed, but nowhere near as bright as he had a second ago as he shot a grin at her. "Iknewthat."

Gwen wanted to laugh, and then she felt the engine rumble to life and panic took over. She dropped into the passenger seat and yanked the seatbelt over. "We're... "

"Watch close. It's your turn next, Pumpkin!" Grandpa told her and Ben hit her with a smile so big that she couldn't help smiling back even as she worried at her hands. And then all turned back to the steering wheel. "Now, hold down the clutch and -

"I've got this, Grandpa!" He said, his face smug.

Somehow she didn't laugh when the engine coughed and died a second later. Ben so didn't return the favor when it was her turn, but he cheered for her just like she did the first time he made the Rustbucket lurch forward.

Between that and Sky Bandits that they ran into in Reno a couple of hours later she forgot all about the four men that they saved and the voices on the radio.

For a little while, anyway.


	14. Voices Crying

**Chapter 14: Voices Crying**

_Main Street_

_Centralia, Pennsylvania_

_June 23, 1999_

_9:03 AM_

They'd left the last building that still had lights on and a car parked outside in their dust almost five minutes ago.

Max's hands were sweaty around the steering wheel as he looked up from the clock just in time to swerve around a pothole that looked big enough that it could have had its own drive-in theater. "Grandpa!" He heard Ben shout in the back as something hit the floor and Gwen laughed.

"Sorry! Roads up here are terrible," Max said and it was so hard to keep his voice steady as he eyed the house that they sped past. It was two stories tall and there wasn't any sign of life in its dark windows except for whatever was living in the knee high grass that used to be the lawn.

The next three buildings looked just as lifeless as he drove by. There wasn't anyone else on the road either, and they were only a few miles from the town. All of it set off every alarm Max had, especially when he saw the first wisps of smoke in the morning air.

It was _perfect. _

Max bit the inside of his cheek just so his grin wouldn't give him away as he dared a glance back. The back of the Rustbucket was dark because the kids had closed every blind, but he could still see them in the ghostly light from the television. Ben was stretched out on his side of the dining booth and Gwen was in hers with her knees against her chin and their cereal bowls were empty and forgotten on the table between them. For once they were both dressed instead of in their pajamas and that was the biggest gamble he'd made today, but not even Ben grumbled that all much when he'd told them that they had to before they could start their movie.

They both looked enthralled by it, but he knew them so he stepped on the gas as the buildings and the smoke both got thicker. Stepped on the gas and looked down at the radio for what felt like the hundredth time today, but he caught himself before he reached for the buttons that would turn it on.

It wasn't time anyway. Not unless things had gone horribly wrong. And if they had…

Max took another deep breath as he squeezed the steering wheel until his knuckles went white. He'd done the right thing. He knew he had.

He hoped he had.

"Oh please!" Ben all but shouted in the back and Max jumped in his seat. "There's no way!"

"Shush! I'm watching!" His granddaughter said almost as quick and just as loud.

"Why? This is - I'm changing it!"

"Don't you dare!"

"What's going on, Sport?" Max asked and he winced as a worry that didn't have anything to do with his grandkids fighting filled his voice just like white smoke was filling the air outside.

"This movie!" Ben said and Max could almost see his grandson's hands flying as he talked. "It was cool until it got stupid! You can't just take off the mouthpiece to get free calls out of a _pay phone!" _

"You can, too!" Gwen shouted at him. "I read about it in my hacker magazine! Don't you dare stop it!"

"You can not!" Ben said and those three words started so many fights last year when they came from one or the other of them that Max braced himself for another one even as he sped into the smoke that kept getting thicker and thicker. Thick enough that the empty buildings on either side of the road started to disappear into it. "And you're not a hacker!"

"I am, too!" There was a thump of feet hitting the floor and an outraged, "Ben!" Before a second set followed the first and Max heard them both running up just as he hit main street.

He couldn't have timed this better if he _tried. _

"Grandpa! Tell Gwen that she's being a total dweeb and this movie is _dumb _because you can't hack a payphone by taking off the mouth - " The boy sounded mad, but there was no hiding the teasing laugh in his voice as he ran into the back of Max's seat. Then the laugh and the words both died with a gasp.

"You can, too!" Gwen shouted and her voice echoed as she followed up after him. "Grandpa, tell…!" Then she took a breath, too.

"Your cousin's right, Ben," Max said, his voice low and amazed as he looked out the windshield at the smoke that was thick enough that it filled the road and turned the buildings around them into ghosts._. _"You can do it if you whistle right, too. I'll show you both how the next time…" he started before he let his voice die out and it was only a little bit of an act as they drove into a cloud of smoke and the sun vanished.

This was even better than he _imagined. _

"Grandpa, what's going on?" Ben asked, the teasing anger gone from his voice as he dug his fingers into the back of the seat. "Where is everybody? And what's with all the smoke?"

Max was sure that if he turned around he'd see the serious look that the boy always got when it was time to go hero. He would look, but there's no way he'd be able to keep a straight face if he did. It was hard enough even with his eyes locked on the road outside. The one he could barely see. "I don't know, Ben. It looks like - "

"There's a fire," his granddaughter finished for him, as she leaned passed with her hands wrapped around her stomach. Max bit down on his cheek because her eyes were so big and worried and he knew he should feel bad, but…

God, they were going to think that this was hilarious once they got done yelling at him. He knew they would, and it wasn't often that he got to pull one over on them.

"A big one. Everybody must be…" Ben breathed out as he shoved away from the seat and went racing for the side door. "Stop here, Grandpa, we'll find it and get help!"

"Wish I still had that rebreather," Gwen said, her own words just as fast as she ran after him. "And a _lake." _

"We'll figure it out," Ben said and Max could almost see the boy shrugging as he brought his watch arm up and he hit the brakes just hard enough that they thought he was serious. "I've got alien awesome and you've got that new spell!"

"That's just for little fires! Not _this!" _Gwen said and she sounded so worried that Max almost felt bad as he turned in his seat. She was so worried that she ran right by the Lucky Girl mask that she always left hanging by the door now.

The same door that Ben was reaching for and Max couldn't help his grin as he watched even though it would have given the whole thing away if either of the kids did so much as glance back. He just couldn't hold it in any more. He barely managed to hold in the gut busting laugh and the 'got you!' as Ben grabbed the door handle, but the second that he yanked it open...

The second…

Or the couple of minutes. "There's no harm," Max murmured to himself as his eyes found the radio. They could stretch their legs running around and he could check. Not that listening would do anything for the knot in his stomach, but at least he'd know…

He heard the door slid open and he turned back just in time to see his grandkids backs as they jumped out and the smoke slipped in. "Just a minute," Max said into the air as he sped through the buttons and switches that turned on the real radio and just got it dialed in. His fingers brushed the volume knob as he took a deep breath.

That was when he _knew_.

Max grew up with a coal furnace. He _knew _what the smoke smelled like, just like he knew that the kids and the Rustbucket would all be stained black if they stayed too long. The fact that there was a whole coal mine burning and that was why this town was abandoned didn't change any of that.

He knew all of that just like he knew that there wasn't a coal in the world that smelled like rot when it burned.

But there was something else, something he'd encountered once decades ago right after he'd first put on the Plumber's gray and black. Something that almost made him tear it right back off again because…

"No," Max whispered as terror stole the rest of his voice. The radio and the joke both disappeared from his mind and he bolted out of his seat. "Kids! Ben! Gwen! Get back here!" he started shouting as he ran for the side door.

But he was already too late. He didn't see a sign of them through the thickening fog. Not even Gwen's red top. He couldn't even see the buildings he _knew _were just a few feet away, lost in the white soup.

_Max?_ A little girl's voice called out it and he almost cried because he _knew _it. _Max, is that really you? _

"BEN!" Max hollered the second he heard that voice and the only thing that kept him from screaming was the fact that he knew that his holler was louder. "GWEN! Get back - !"

_It is you! _The little girl said with the same delighted squeal that she had when he climbed a water tower for her decades ago. _You came back! _

And a thousand voices laughed.

\- o - o - o - o - o -

**One Minute After Contact**

The back of the Rustbucket was every bit the mess he figured it was after the kids came running out that morning. There were the comics and pajamas that Ben had just tossed on the floor as he changed and put away his bunk. Gwen's clothes were at least put away, but he didn't know how many times he'd asked her not to leave her books and her laptop just sitting on the couch.

He shoved them off to the side as he sat down hard and kicked off his shoes before he shoved his feet into his Plumber's suit. "Move it, Max," he growled at himself. Ten years ago he would have been out the door already. He was so slow now. So slow and so -

_You're so old,_ _Max, _the little girl's voice said with such wonder from just behind him. Max's back went stiff as some part of him tried to remember her name, and the rest of him just remembered the last time she'd sounded like that. He'd been sitting on the steps and she'd been up on the railing, just kicking her legs back and forth as he read the letter he'd gotten from his sister to her. Vera always made England seem amazing and her job as a nurse sound like such an adventure. He didn't realize what a lie that was until he was in a war of his own. _Why did you get so old? _

Max froze at the innocent curiosity that filled that question even as he yanked the suit up over his knees. Then he looked up at the fog that was already filling the Rustbucket even though he'd closed the side door behind him. He wanted to turn around and _see _her, but he settled for leaning his head back until he felt the glass of the Rust Bucket's window instead as he said, "It's just something that people do."

_All of you? _

It sounded so confused by that, and so much like the kids did when they were little that he couldn't help answering. "Just the lucky ones."

Somehow those words didn't sound hollow at all.

_Lucky? _the little girl voice asked with a pout before she tittered. _Oh, you mean everyone who I don't get to play with! That's not very nice, Max! They're not lucky at all. _

Max did the one thing he could never do to with the real girl, he ignored the hurt in her voice as he slipped his arms into the suit and pulled it up. It only took a second for his fingers to work the zipper, and then he felt the fabric tighten just a hair as the suit made itself airtight. There was another moment as he shoved his feet into the boots and they sealed, too, but he hesitated even as he reached for the gloves because the thing still wasn't saying a word, even though he could feel its eyes on him. It should have been a blessing, but if it wasn't talking to him, then…

"I suppose not," he said with an apology he didn't mean.

_That's a _little _better, Maxwell, _the girl sniffed. Then the voice changed into a woman, a woman whose voice he remembered a lot better. _But I can forgive you, I know that you never _mean _to be rude. You're not like the rest, _Lili said - exasperated and with that fake smile on her voice - and it sounded like she was sitting in the seat right behind his as they drove somewhere. _I'm sorry that I didn't play with you enough the first time. I'm sorry that you got old._

The gloves slipped on without a thought at that, and his eyes went to the screen on his left forearm. It flashed green as they went tight, too, as the computer built into his suit tested all the seals and was content. He stared at the helmet that was still waiting on the couch next to him even as the word, "Rude?" slipped through his lips because that was the only thing that it said that made _sense. _

_Your people can be,_ Lili's voice murmured and he could almost see her with her legs and arms crossed and her foot kicking. He'd seen the real woman do it often enough. The real woman and her daughter. _One moment we're having a simply _wonderful _conversation, and the next they're interrupting me! They don't even let me finish before they start crying or shouting and if I have to hear another person telling me to _shut up… _Well, there's no telling what I'll do._

"That must be horrible," Max said as he shook his head and left the helmet where it sat as he stood up. The fog did something to the visor anyway, something that blocked infrared and ultraviolet both. And it was bad enough hearing the voice over his shoulder or in his ear, but when it was in the helmet with him….

He could live for another thousand years, and he'd still never forget what it was like when Jose started clawing at his and screaming when he couldn't get it off, and how he didn't stop until he grabbed his pistol and -

_You simply have no idea, _Lili sighed. Then a smile filled her voice, the same one that she got when they shared a good cup of coffee. _But I might be exaggerating just a little. I really don't mind it when your kind start crying and screaming. _

Max's breath came out in growl as he grabbed up his pistol and he spun around even though he knew it was useless even before he did it. He just saw his reflection in the window and the white mist on the other side of the glass. His breath was ragged as he shoved the gun into the holster at his hip as the fog roiled with laughter again. _That's why I'm glad you came back, Max. You're so much fun. _

"Good to hear," Max bit out as he spun around again and marched through his home. His eyes were on the radio in the dashboard. Three buttons. That's all that he had to push so he could send out a red alert. One more so that they knew it was extra-dimensional and every Plumber on the continent would be here in...

_Do it, Max! Let's make this a party! _His other daughter-in-law said, and the thing sounded just as excited as Sandra always did when she was planning one of Ben's birthday parties when he was little. She always loved those and tried to make each and every one special and different until Ben decided he was too old for them last year. He could almost see her bouncing on her toes as she planned the music and games. _Do it! Do it! _

Max shook his head and bit his tongue as he turned for the side door instead. Somehow he held back and didn't kick the door open. Somehow he even remembered to close it behind him before he marched off into the fog after his grandkids.

_Oh well. Dinner parties are fun, too. _

_\- o - o - o - o - o - _

**Ten Minutes after Contact**

Max lost the Rustbucket in the fog after only a dozen steps, it was that thick.

There used to be a transponder in the RV for occasions just like this, one he'd turned off twelve years ago and took out altogether at the start of the last summer. As far as he knew the little silver box was still rusting away in the park where he'd left it. The thing in the fog let him shout for his grandkids until he went hoarse and then it took over. He heard his own voice echo back at him through the milky air. All of them loud, all of them leading away from him as the fog around him boiled with laughter.

_Really, Max… _Frank said from just over his shoulder as the _Ben's! _and _Gwen's! _kept echoing. His son's voice was clipped and had the same edge to it that it always had when he talked to his father.

Max told himself that he was used to it years ago. He didn't know how much of a lie that was until right now. Somehow he kept his hands from twisting into fists and his voice level as he shrugged. "Worth a try." He almost laughed and he never stopped looking for a trail, no matter how thick the fog got.

There were some, criss-crossing through the waist high grass that surrounded little one and two story buildings that came and went like ghosts in the white haze. Some of them were from animals, some were from people, none where from his grandkids. He followed the trails left by people anyway. He knew his kids, he knew that they would be wherever the trouble was.

That should have made him feel better, but something should have exploded or caught fire by now. That was their M.O. too.

_Grandpa! _he heard Gwen call out from the haze to his left, her voice shaking with terror. _Grandpa, I'm over here! Help! Grandpa! GRANDPA! __**GRAN**_ _\- _

He was moving before he even knew it, and his heart hammered when her voice just cut out. Grass slapped at his suit as he raced through it with his pistol in his hand. "Gwen? Gwen?!" he shouted as loud as he could as a big two story building erupted out of the fog. It was an old grocery store with its front window broken out and trees growing on the inside. It was so dark inside, but twenty years with the Plumbers filled his mind with every horror he could find.

He just touched the window sill so he could vault inside when Ben called out behind him. _Grandpa! Gran - _

That was as far as his grandson got before he just started screaming and he wouldn't _stop._ Max sank his fingers into the rotting wood as he bowed his head and gasped for breath as the noise went on and on and on…

"I'm going to find you," Max promised, his voice a growl. "And this time I'm putting you _down_."

_Please, Dad, _Carl said, his voice soft and kind as always as it came from right over his shoulder. It was the same tone he used back at Christmas after he got done cleaning up broken glass and just sat down with him after. And just like that day, Max knew that there was something under that kindness. His son hid his hurt, the thing using his voice hid its glee, and not all that well. _There isn't one of you in this whole plane who could do that. There hasn't been in millennia. _

It was true, Max knew it was. They'd been so lucky in that Mexican village all those years ago. Luckier than most of the people who lived there, luckier than the idiots who called this monster up, and luckier than almost everyone else on his team. Almost. "What about Nimue?"

The fog froze in the air around him even though Max could feel a breeze against his face. A breeze that stank with rotten eggs and worse things and when he looked up he was the one smirking.

_What about her? She's not _here.

"Like you could see her," Max taunted the thing in the clouds as he pushed away from the wall and followed the stench. "She _blinded _you."

_Just to her, Max. Her geas is strong, but she couldn't hide all of you. _Carl said, this time he was seven and he sounded so small and Max winced at the sound of the pain in his voice and the tears he was just holding in. He sounded just like he did when Max sat him down and told them that they had to move.

Again.

And then that pain was gone. _And it didn't touch my followers. _Jim said, his voice rough from age and smoking and a lifetime of being a son of a bitch.

Max slowed down and searched the fog around him. Fog that was moving again, fog that was letting little windows of clear air cut through it before it shifted, but there wasn't a soul on the other side and he kept moving without saying a word. It wasn't the first time he went into combat blind, and if there was someone out there watching him, then they weren't watching the kids.

Another little abandoned house appeared out of the fog with the whitewash peeling off of the wood walls and Max hurried to it as the thing in the fog paused and the confusion didn't fit Jim at all. He was always certain, even when he didn't have any reason to be. _Why didn't you call her, Max? It was just you in that thing. You and the two kids…_

"It's early," Max muttered just so his voice didn't shake as he circled the house and the stench got stronger and stronger. "Didn't see any reason to get her out of bed yet."

_Funny, NASA, _Jim muttered and it sounded just like him this time. _Did she tell you I was here? Is that why you came? _

"Came for the sights," Max said and he grinned because the stink was _horrible _now and coming from a little shed just a little further in the yard. A shed that had a great big glob of green slime running down its side. A slime that stank of eggs and made Max burst out laughing for the first time because it was still wet and _fresh. _

_Don't be like that, Max. Don't be jealous. You _know _I love you, too, _Verdona purred in his ear just like she used to when she thought he was being too serious or just to tease him and he shivered just like he always did. Max could almost feel her pressed against him and every part of him screamed at him to turn and grab her before she could leave him again.

_Unless Nimue's not hiding…_

Max tried his best, but he couldn't help freezing at those words. Just for a second, not even enough to stumble, but the thing out there saw it anyway.

_She's dead, isn't she, Max? If I'd known - if she hadn't blinded me I would have looked for her before I came back. I would have bargained. It was so lonely where I was and we could have had so much fun together. Forever and ever. _

_I still can…_

"_Leave _her - !" Max growled and spun, but there wasn't anything there except for the fog and an empty home. The thing laughed just like Verdona always did before she took his hand and pulled him to bed. He wanted to scream, but somehow he held it in.

His hand shook as he ran it over his face.

_You know that I can taste her in your memories, Max. She hid herself so well, but I can still see the shape of her in your mind. I can feel how much you miss her, how much you need her back. If you would just…_

Max did the one thing he could never do when his wife was here. He ignored her.

He searched the sky instead for the giant green bug that must have been there just a few minutes ago before he gave the shed another look and ran in the direction his grandson must have been heading.

_Fine. Be that way. Leaving is always what you did best, _his wife's voice said as she sucked in a breath that didn't do anything to stop the tears that were running down her face and he froze. He wanted to shove his hands over his ears, but it wouldn't help, not when her voice was so close and so hurt. She sniffed as he stood there and whispered_. Stay. Just once stay with me. Just for once let me pretend that I matter to you. _

Max nodded, he couldn't help it, and he leaned into the touch he felt against his neck as delicate fingers brushed the skin there. His wife's voice lowered even more as it promised so much. _I love you, Max. _

His eyes burned with tears at those words, but he didn't let that stop him as he yanked the pistol out of its holster and spun around. There was a shape there in the fog and he fired blind even as it slashed at him. Alien light burned into fog as a fire erupted across his chest and a woman collapsed in front of him.

Even with his vision blurred he still saw her long bright red hair catch the air as she fell. Hair that looked just like his wife's and that she'd passed down to their granddaughter. "No," Max whispered as he fell to his knees next to her, his hands already moving as he all but dropped the pistol into the grass next to the long and ugly looking knife that had flown out of her hand.

Its tip was red with blood. This really was Mexico all over again. There was a focus hidden in the town and more cultists. There was a gate burning its way to _somewhere _and they were running out of time.

His grandkids were running out of time.

Max _knew _all of that, but he still couldn't take his eyes off of the woman at his feet. Now that he was looking at her, the woman didn't look _anything _like his wife except for her hair, not with the broken black lines tattooed into her face and the red robe she was wearing, but for that one heartbeat…

_Stun? You're so boring. I hate boring, _the thing in the fog pouted as Max reached for one of the pouches on his belt. It took him three tries before his shaking hands could get it open and a couple of silver zip ties out, but his hands were almost steady by the time he had her thin wrists and ankles bound.

His eyes were still on her hands as he picked up his pistol and got up, still there as he picked up her knife, too, and threw it as far away as he could, still there as he opened another pouch and got out a bottle of spray sealant that would keep his suit sealed until it could repair itself in a few hours just like the suit cleaned and sealed the scratch across his chest. It was protection against so much, even teeth and claws, but knives…

Or words…

The woman didn't look a thing like his Verdona, but for that one when he felt her fingers against his neck…

He missed the feel of his wife's touch so much. "I'm going to kill you." The words were as much of a vow as the one he gave Verdona, but in his heart he knew that he'd honor this one just as faithfully as much as he wished otherwise.

But Verdona was… gone and their grandchildren were still here. They still needed him. He made himself start back in the direction Ben was flying in as she sighed. _You always promise so much, Max… _

\- o - o - o - o - o -

**Fourteen Minutes after Contact**

_Why haven't you done it, Max? Why you haven't called for more of your kind? Did you miss me that much? Did you really want me all for yourself? You sweetheart. I missed you, too. _

Max drank in his wife's voice even as he prayed that it would change again, that it would pick _anyone _else's. He found three more puddles of spit that Ben had left behind, and his boy's footprints in the dirt by the last after the watch had finally timed out.

Ben's and only Ben's.

"No."

The two of them here was bad enough, but _alone? _Alone in this fog, alone with _it? _Max had to brace himself because he was sure he was going to collapse at that.

But they didn't and he couldn't, so he made himself keep moving. He jumped across the same fissure that cut across the road that Ben had as he tried to catch up, but they were always too fast for him and his knees hurt even before he landed wrong enough that his left one screamed because the thing in the fog let out the same noise that _she _did as she clawed at his back. _Oh… Oh! You bad boy! _

"Sorry. Already married," Max said through his wince as he kept limping. He touched his left hand even though the ring that belonged there was back in the Rustbucket, safe in the box and the drawer with the one he'd gotten his wife so many years ago.

_I can see everything that you did so you could protect them. The suits, the helmets, why you told them that they couldn't go hero after you brought them home last year... They feel so guilty about that, Max. All the good that they could have done, all the people that they could have helped…_

Max sucked in a breath that didn't have anything to do with his knee or the hiss against his neck as he touched the screen on his wrist. The pain in his knee faded, but the guilt didn't because he knew, because he made himself look in the paper every day at all the people that they could have saved, but his grandkids mattered more.

It was horrible and true and all the worst for that.

_They ignored you, Max. They've been ignoring you all year. Gwendolyn told me herself. _

"Liar," Max whispered as he kept moving. The buildings were getting closer and bigger and he knew that he'd finally reached the center of town.

_Liar? _There was another little giggle at that. Pleased like when he'd surprise his wife with flowers or souvenirs from all the places he'd been. Sometimes it was some bit of junk he saw in some store that he knew would make her day and the rest it was just a rock or a shell that he knew that she'd treasure. _That's what your kind used to call me, so long ago. The Liar. The. It was an honor, even if it wasn't true. I never lie, Max. You know that. _

"They _wouldn't," _Max said as he actually laughed. Ben would. Ben was the one he always worried about, but Gwen? He knew that she'd still practice her spells, he'd known that even before he saw the proof this summer, but go out heroing without telling him? His Pumpkin would never.

_Help! Help! _The voice finally changed into a little boy's voice. _Help! My Mommy fell down and she's not getting up! Help! Mommy! Mommy! The crystal man's here to help! _

Max didn't even glance over and he wasn't the least bit surprised when he heard a woman's voice next. Only that he didn't know this one either. _Thank you! Thank you, oh God… He… He was going to… I don't know why you're wearing that cat mask, but thank you! _

"They _wouldn't,"_ Max said again, but this time his voice shook.

_Just ask, Max, and I'll tell you. I'll tell you _everything _they did. Such bad children. _His wife sighed at that just like she did when Carl tracked mud into the house. Then she let out a little gasp of surprise. _Just like I can tell dear, sweet Gwendolyn just why she got so tired at that base of yours..._

"They wouldn't - !" Max started before he swallowed the rest along with the guilt so he wouldn't give the thing the _satisfaction_. They wouldn't _leave _and it wasn't that big of a dose or that powerful a sedative. Gwen really was exhausted - they all were - and it just pushed her over the edge. It would have worn off if they ran into trouble, but he worried anyway until he got back into the Rustbucket and saw them both in their bunks sound asleep. It broke his heart waking her up so he could get her out of her suit, but she deserved a good night's sleep.

And he hated seeing them in the gray and black.

_What were you trying to hide, Max? Them or you? I can see you in that room after they left… _The woman's voice changed into one that he never wanted to hear again. One that was nasally and crazed. Animo. _Why didn't you just pull the trigger, Max? I can see just how badly you wanted to. I would have._

Animo's laugh was bad enough, but now it echoed from everywhere around him. It filled the air just like the fog did.

"They…" The air was so thin and so thick with fog that it didn't feel like any made it into Max's lungs no matter how deep he breathed. "They… they think that we were heroes, too. That I was a… They don't - "

He wasn't like them. He was never a hero, just a soldier doing a job. Animo would have been one more job and no one would have asked any questions about it. "They think I'm a hero, too," Max whispered. "They're better than I ever was."

And he would have done anything to protect them. He thought that all the way up until that day, where he stood there until the relief team finally arrived and took Animo away. _He talked, Max. You know he did. The second he woke up. 'I would have gotten away with it, too! If it wasn't for that Tennyson brat and his watch!'_

"Liar," Max whispered and it took everything he had to say that much, because he'd been up night after night worried about just that, but if he had…

If he had, then he would have known. The teams would have come and they'd be running. There would have been more than just a few messages on the radio, and he listened every night.

The fog roiled again as his wife's voice came back. _You make it so easy, Max. All that fear and worry for nothing. He didn't want to share. _Then her laugh went away and when she went on she had the tone that she did when she made him tea after a rough mission. Tea and cookies that smelled so good before they went to check on their boys. _You _always _worry too much. How many times have I told you that? The kids will be just fine. Their grandmother is keeping a close eye on them. _

"Stay away from them!" Max roared as he ran, his eyes on the footprints. If the town wasn't abandoned, he never would have been able to follow the path Ben left behind. Not across the street as the boy as darted this way and that to the buildings Max ignored because they were all empty.

Not that Ben knew that. Not that it would have kept him from checking anyway. Him or his cousin. Max was so proud of them that he didn't even have the words to say it, but right now he was going to strangle them both when he found them.

Why did they have to be heroes? Plumbers would have known better.

Plumbers would have withdrawn by now, and they couldn't even turn into Stinkfly. It wouldn't have been anything for Ben to get away once he changed, but he would never leave his cousin behind. Not even to get help. Max knew that all the way down to his soul.

The footsteps went this way and that and Max felt the fire burn all the hotter in his stomach. ""What did you do?"

_Introduced myself. We've been having such a nice talk._

Max started to run at that. The footprints disappeared sometimes as Ben cut through lawns, but the bushes and grass were bent in his wake. Max needed every trick that his grandfather ever taught him at the farm and the woods around it just to see where his grandson had been, but a blind elephant could have followed _his _trail. He left footprints and broken grass just in case Ben circled around or Gwen was behind them.

_I never imagined that you missed me so, Max. Or that you'd work so hard to keep them safe just so you could bring me such presents. The sorceress shines like a star and the boy… I've _never _seen anything like him before. _The voice changed then and, for just a second, it lost it's laugh and it sounded just like the child it was pretending it was. _Something new. Do you have_ any _idea how long it's been since I found something new? Not since the Devourer marched across your plane. Your kind were so desperate then, so creative..._

"So what's this? Your nostalgia tour?" Max spat the words out in the face of the monster's nonsense. "No one cares anymore. You should - "

_That's why I told my followers to catch them. _The wonder didn't leave the voices even as something dark crept in with it. _You don't have to ask, Max. I know how hard it is for you to do that. I won't tell her either. Not right away, anyway. We're going to be friends for _such _a long time. I have so much to teach them first. _

"Leave them - " Max started when he saw the building up ahead. The one that Ben's footprints lead right to. Trees grew out of where the windows used to be and part of it was collapsed into a pile of bricks that left a gaping hole in the wall. It should have looked rustic, but it just looked like the perfect spot for an ambush. "Ben?! Gwen?!" He shouted at the top of his lungs as he rushed in.

It gave away his position and he didn't care. He would trip a hundred ambushes if it gave them a chance to get away.

There wasn't one. Not anymore. Max smelled the smoke before he got inside and he never felt so proud at what he found when he was.

There were two cultists here. Were. Bruisers by the looks of them. One had a broken nose and a knee that looked like it was bending the wrong way and he was on the ground right next to the rubble. The other was groaning further in by the far corner with a melted knife at his side and burned robes.

It only took Max a second to read the marks on the floor, to see how Ben took out the first one by surprising them in their own ambush, but the second was too much and drove him further in. He saw the kick and feint and dodge that Ben made written in the dust and he vowed that as soon as he got out of here he'd take his granddaughter to the first place that sold computer stuff and buy her whatever she wanted. He'd been so sure that she was just throwing away her money when she told him her idea to enroll Ben in karate that he'd tried to talk her out of it. Not that _that _did any good. It never did when his Pumpkin was set on an idea, but he'd been ready to be there after Ben skipped out.

He'd been ready, but the boy never did. He still didn't know how she convinced the boy to stay, but she had.

And it saved Ben's life.

He'd buy her the whole store if that's what she wanted for it, and Ben the video game store for doing so well, even if his luck did give out at the end. Max could see the mark where Ben's foot slipped written in the dirt, too, next to the hulking cultist.

And the scorch mark where Heatblast got up.

Max grinned as he leaned over and touched the spot He couldn't help it because the mark was still warm. He couldn't help letting out a chuckle that followed either. One that was dark enough that it even made the thing in the fog pause as he stood back up. "You still haven't figured it out, have you?" he snarled as he got up and left the cultists right where Ben had left them. "Do you really think that you were the worst thing I ever faced in Mexico? That ghost pepper haunted me for a lot longer than you ever did and my kids are so much worse. You'll never be able to handle them."

That was when he saw it, the fog that was filling the street just outside of the cracked window there. It was like the street was sucking in every bit of the white mist until it looked thick enough that Max was sure it would feel solid if he touched it and that it would crush him if he let it, and it still wasn't thick enough. It didn't hide the yellow glow he could just see through it, and it didn't stop him when Max charged.

_I'll show you haunted, Max! _The mist boiled around him as the light got brighter. He would have given anything just to shout, but he didn't dare. he didn't dare. The voice didn't hold back. _I'll make them _scream, _Max! I'll make them _beg_! _

"If you can make them do the dishes," Max puffed out, "I'll owe you one."

He found the alley a second later as the light got brighter and brighter and changed from a spot to something that almost looked human. Max knew even before he heard just what he'd been hoping for. "I know you are, but what am I?" Heatblast shoved his hand out and the window melted under it. Then he stuck his head through and shouted, "Math rocks!"

"Ben!" Max finally shouted as he stopped right behind his grandson. He would have grabbed him up in a hug if he wasn't wearing a body made out of burning rock. He still might.

"Yeah. Not falling for _that _one again. So be quiet. I'm trying to listen," Ben muttered as he pulled his head back without even turning. "Come on, Dweeb. I wanna go back to school!"

And despite it all, despite his worry and the thing that he knew was watching them, Max burst out laughing. "I wish I had Gwen's tape recorder, Sport. I bet your parents would kill to hear you say that."

"If you can find it. She's been bugging me about that stupid thing ever since last - " Heatblast said with a wave and then he stopped and spun. "Grandpa!"

Max took a step back and raised his hands. He had to as the heat blasted out of his Grandson, but that didn't stop his grin even a little. "Glad to see you, too, Ben."

"Sorry," Heatblast said and the fire died back down to tolerable, but it didn't touch his grin. "I thought - !"

"I know," Max said. He could leap the moon, but the pit in his stomach was only halved it wasn't gone. "When did it get you?"

Ben made a face. "Miss Motormouth? Just about as soon as we got out. I went after one scream and the dweeb went after another and… and..." His face fell at that, and then the fire on his left cheek flared as he turned and glared at the fog that didn't seem to care about his fire at all. If anything, it was pulling in even closer. "She's close. I know she is."

"I know she is, too, Ben," Max said and he tried to sound like he meant it. His granddaughter was in here _somewhere. _He knew that, but that didn't mean that she was close. They would find her. They had to, and soon, but he had to keep Ben calm, too. He could see the flares bursting back to life across Heatblast's body and as he clenched alien hands into fists. "I know today is rough, but school?"

"I figured if Gwen would know I was real if - "

Max held up a hand to stop him before he finished. No sense in giving that thing a hint, but that didn't mean he couldn't grin. "Good thinking."

Ben's face literally glowed for a second and then he ran all the faster back up the alley as he kept talking and it was all Max could do to keep up with his body and his words. "I went Stinkfly first because that's her _favorite _and she always said that she'd know that smell anywhere, but I timed out before I could find her and the Poodle out there - "

"Poodle?"

"It's tiny and it won't shut up," Ben joked like he always did, but there wasn't any sign of a smile on his face. "It got me a dozen times before I figured it out…"

He saw Ben's shoulders hunch like he was waiting to get yelled at. Max wished that he could have given the boy's shoulder a squeeze, but words were all he could offer until the watch timed out again. "It's okay, Ben. It got me, too. It's gotten a lot of people."

"It shouldn't have gotten me," Ben growled as he flared again. "So _stupid. _I should have stayed with - "

_Hero of heroes_, a woman's voice called out. One he'd never heard before.

Max just laughed because the words and the voice were both so easy to ignore. The other woman was panicked just like the boy had been and he'd never been able to ignore that, but this woman wasn't. She just sounded like she was trying so hard to smile and was desperate for a hug.

Some part of Max even wanted to give her one. He might have if he'd heard her anywhere else. But here? Here she wasn't anything. Not to him. She should have meant even less to Ben.

But Heatblast curled in at her words like they were a knife slashing at his stomach. "Shut up!" Ben growled at it as fire flowed down his arms to his hands and the fog flowed over itself like a waterfall at those two words.

"Ben," Max tried to say, tried to warn because he could feel the rage in the air around them, but none of it made it into the woman's voice.

_You get to play the hero and _I _have to pay the price, Ben. I __**always**_ _have to pay the price. _The woman kept talking and the fake cheer in her voice faded away with every word. _You ruined my life. You know that, right? You made me think I was a hero, too, and then you just left me behind like I wasn't anything. _

"Shut - " Ben started again as his eyes opened wide and the fire in them guttered in the wind.

Max sucked in the hot air because he didn't know that voice, but he knew the tone. His eyes searched the fog and he whispered, "Pumpkin? Ben, what's - ?"

The fog roiled even as Heatblast rocked back, and when he heard his name he spun around and shook his head so hard that even more of his fire went out. "I didn't! I won't!"

The fog boiled around them, shapes coming and going as the voice changed into the girl that Max _knew, _except he could hear the tears in her voice now. Tears she'd never shed. Not in front of anyone. _I don't know why I expected anything different. It's not like I _ever _mattered to you, Doofus. Not then. Not now. Not even when… I was supposed to have died, Ben, and you didn't even_ care.

"Shut up!" Heatblast spun around as a thousand fires flared on his skin and his voice shook.

Max wanted to grab the boy as he kept turning this way and that like he could shake the voice off or take it by surprise, but he never would. He wanted to pull his grandson close and make him stop, but all he could do was shout just as much as he wanted to scream at the words, "Don't listen to it, Ben! Gwen's fine! She's here! You know she is!"

_I'm only here because I got lucky after you - _

"_**Shut up!" **_Heatblast howled like the firestorm he was as he spun this way and that as the voice followed him.

"Leave him alone! Max demanded as he glared at the fog as he looked for something he could punch, something he could shoot, but there wasn't anything. "I'm right here! Leave him alone!"

_You were right, Ben. It should have been you. _

Ben didn't say a word at that. He just howled as he spun around as his arms shot up and fire flowed like water down from his body to his hands and beyond.

Flowed right at Max.

Max moved then. He grabbed Heatblast by the wrists and shoved its hands into the air just in time. The flames roared out of the alien's hands and into the air over them. Fire that he could feel even through the gloves he wore. Gloves designed to deal with just the alien Ben had turned into. For a few seconds anyway.

And then, just as Max felt himself start to burn the fire stopped and Ben jerked back, his fire almost going out at his hands went right to his mouth and they didn't do a thing to hide the horror in his voice as he almost whimpered out, "Grandpa?"

The fog roiled with laughter at that. Gwen's laughs, all of them. From when she was a baby to the woman he _knew _that she'd grow into even if he didn't have a clue how the monster found it and all the hers in between.

"I'm okay, Ben," Max said as fast as he could and rushed to the boy's side. He made himself grin as he reached out even though his palms _hurt _and red lights blinked on the screen on his arm. "Not even singed. That turkey we tried to fry last year did more damage." The words were calm and hid the thousand questions that he wanted to ask, but none of them mattered as much as the way the boy's lips twitched up at that as he nodded. "Now come on, let's find your cousin and - "

_And maybe she can solve this,_ Max heard his own voice taunt, except he _never _sounded like that. Not when he talked to his grandchildren. _Because you can't_. _You never think. No wonder she calls you a moron with her every other breath. We all do, Ben. She's just the only one who says it to your face. You just blunder in like the idiot you are and leave me the messes. The whole galaxy would have been so much better off if anyone else got the watch but you. _

"Ben!" Max said as Ben just stood there. He wanted to grab the boy and shake him, but he couldn't. All he could do was move right in front of the boy and say. "Look at my lips, Ben! It's not me! Don't listen - !"

_If I didn't need to watch your back..._ Gwen's voice called out and it sounded just like she did when she asked for pancakes yesterday and she saw the extras he put on top. He never could get them to try the honeypot ants or make her uncurl her lip at the idea. _If the world wasn't depending on that stupid watch I wouldn't have to think about you at all, you Doofus. Why would I? Because you're _family? _So what? You're just my loser cousin and that's all - _

"Don't listen to it, Ben," Max said, his voice a growl as he glared into the boy's eyes and he saw so much more bravery and fear in them than any eleven year old should ever have to have. "It lies. That's all it can do. It's nothing. It's less than nothing."

_I'm more than you! _The fog boiled around them as the thing howled in a voice that didn't belong in this world. _I'll peel their minds in front of you, Max! I'll make you see how afraid they are! How much they hate you for what you've done! They hate you just like your sons do! You know that they do! _

The rest of its words were lost in an explosion that dropped him to his knees and shattered every bit of glass around even as it drove away the fog. Max blinked up at the sun and then at the Pyronite his Grandson was wearing. "Afraid? Please, Poodle," Ben said with a snort and a forced smirk. "Bet the Dweeb heard _that."_

"I bet she did at that," Max said as he grinned back and stood up. The fog was already starting to close back in, but it didn't matter.

They already saw the flashes of violet light in the distance.

Lights that were drowned out by the flare of fire as Ben took to the sky and chased after them. Max raced after them as fast as he could even as the fog closed back in around him and swirled like a storm. As if that was enough. He _knew _where his grandkids were now and it would take more than that to stop him.

Just as long as his body cooperated. He felt his age in his knees and hips as he ran and the lights never seemed to get any closer. "Couldn't make this easy on the old man, could you, Sport?"

_Easy? I could, but only for you, Max. _The thing said and the fog seemed to clear just a little just enough that he could see Heatblast and Gwen fighting more of the cultists with yellow flames and blue mana and the light of their attacks reflected in the fog all around them. _Which one are you trying to save, Max? They were both so sure that you would save the other. _

"You're getting sloppy," Max wheezed as he ran, his eyes on the flashes of light too bright for any fog to block. "You used to lie better than _that." _

_Lie? _Max heard his wife's giggle again for the first time in years. _Not to you, Max. Never to _you. _I've seen all the lies you've told, Max. To them, to their parents, to your _wife, _to everyone who counts on you and I'd never lie to you. Why would I? _

_You're just like _me.

_I heard them, Max, when they thought I wasn't there. They were both so sure. They were even happy that you would. Heroes._ Verdona sighed, wistful. _You're going to have to pick one soon. You won't be able to save them both from what's coming. I can see it _all. _All the lies you've told them, that you've told your masters. The lies that drove you across the continent again and again last summer. You can't save them both. _

Max sucked in a breath at those words and he felt his shoulders shake as a hissed, "Shut up," slipped out of his mouth.

A noise rolled through the fog. A noise that almost sounded like a growl before it changed back into his wife's purr.

_Let me make it easy for you, Max. Just this once. I can give you the answer that Xylene couldn't. That none of your friends could. I can tell you how to take off that thing on Ben's wrist before it's too late. It _shines. _It shines so bright and none of you can even see it. It shines even brighter than she does. Give me the sorceress and I'll tell you how to save your boy. _

"Go back to hell," Max found the air to snarl as he ran.

_Then save her. She's been so lucky, Max. You know she has. Learning from _books. _I've seen better than her die screaming as their magic burns them from the inside out and she's already been lucky once. There are more out there like her. Hiding. Waiting. I can tell you where. Just give me the Skinwalker and you can save your Pumpkin. I'll take good care of him, Max. You know I will._

Max didn't say a word. He couldn't. Not when he'd already bitten down on the inside of his cheek so hard that he tasted blood, he just kept running after his grandkids. Why did they have to be so fast?

Then the voice changed again into one that was deep and sure. It was the voice that made Wes Green into a leader of his people even though he'd barely ever seen his home. _What is it, old friend? Do you really think that you still have options? Or that you were the only one who could tell lies? Did you really think that I meant it when I said you could bring them to me if you had to, that my people would protect them? Why would I risk a single one of us to protect a skinwalker and a witch? The blood you gave me doesn't bind me to you or them and you know it. You said it. _

"I didn't - " Max started before he bit down again and kept his eyes on the flashes of violet light that were getting brighter even as the fog got thicker and his mind raced back. He could almost feel the needle in his arm and see the blood running through the tube from him to the man on the ground as the medics worked on him, hear the music in Wes's words as he said the old words that made them blood brothers and taste the laugh in his mouth as he told the Navajo man not to make it weird. "Wes isn't you. He doesn't - "

_You can't hide them both, Max. Not from your people or mine. Not for much longer. Give me one or you'll lose them both. _His wife's voice said again, and then there were a thousand laughs.

Then he heard a voice that mattered as he finally burst out of the road and into grass that hadn't been cut in so long that it reached his hips. "Hey! Get your own dweeb!" Heatblast roared as fire erupted and the two cultists who were trying to circle Gwen went flying in burning robes and then he turned and went nova on the fog.

Gwen didn't shout anything from her spot a dozen steps away from Ben as she swept the feet out from under the cultist that was stupid enough to charge right at her. She looked so determined, but it didn't hide the way she gasped or looked over her shoulder before she even finished moving. It didn't stop her springing back up to her feet and driving the back of her heel into the man's face as he tried to get back up. He didn't try _anything _after that and all her moves were perfect, but Max saw her face turn white as her eyes darted to her cousin before the fog closed back in and her control finally broke. "I won't! _Shut up! Shut up! Adfishio Potentia!" _Max heard her shout and then the fog boiled as three thick streams of mana cut into it.

The fog _everywhere _boiled as the mana and the fire reflected in it over and over. Max heard a knife hit the pavement behind him and he spun. There was another cultist there, a huge man who was looking up with awe as the black tattoos on his face changed color.

As violet and orange light flowed through the lines.

"No," Max whispered as he shot another fool who was trying to be sneaky and get behind them all. "No," he repeated as he spun back. "Stop!" He shouted at the two as he ran and the thing in the fog started to laugh with every voice it ever pulled from anyone's mind. "Kids, stop! You're just giving it what it wants!"

Heatblast stopped at that, but Gwen didn't. She just poured and more mana into the fog. "Gwen! Pumpkin! Stop!" Max shouted at her as he finally ran out of road and hit the overgrown field that the kids were standing in. The weeds and bushes tried their best to stop him as he ran for the girl.

_Too late. _His own voice said in his ear with a laugh he'd never made as the as almost a dozen violet orbs burst to life high in the fog. No, not orbs.

Eyes_. _

_I'm going to have so much _fun _with the kids_, his own voice erupted from out of the sky as the orbs looked down. _I'm going to show them things they never even dreamed of, and you'll get to watch as their summer goes on forever, Max! _

"Gwen!" Max shouted again as the girl finally appeared out of the fog, ready to tackle her if he had to. He thought she'd still be white faced and frozen by whatever it said to her, but she wasn't.

The girl was pale and he could see the sweat running down her face, but she wasn't frozen. Her head was darting everywhere as she poured in more and more mana. Then she froze and pointed as she shouted, "There!"

Something else glowed just a bit further down the field. It glowed even brighter than the ten orbs above and it had to because the fog seemed solid around it. Like the thing was trying to hide…

"Doofus!" Gwen shouted as she dropped her hands and ran for the orb.

Heatblast took to the sky with a relieved shout of, "Finally! Something I can break!" Max felt so slow as he caught on, as he realized that they were a dozen steps ahead of him, but that had been true ever since they'd learned how to walk

_No, _his voice echoed out of the fog and this time the panic was real. _Kids, stop! You're just giving it what it wants!_

Max didn't shout, there wasn't any point. If the thing was right then the kids weren't listening to him anyway, so he just fired a shot at the glowing thing above the field even as he ran towards it. He hoped that his grandkids got the message as more cultists poured out of the thick fog.

Cultists that they just bowled right through. Cultists that Max picked off without a thought if any of them even looked like they were going to get back up. The alien pistol in his hands barely even got warm before he got the last one, but that didn't stop him from looking for more.

Ben must have, because he let out another fiery burst that cut through the fog and when that was gone Max saw what they were guarding. Not the altar that was just a table that they'd dragged out of some building or another and thrown a garish purple cloth over, but the _thing _that was sitting on top. Something that looked like it was made out of stone or wood that almost looked like a whale with legs. It had the same rune-shaped lines carved into it that were tattooed into the cultists and they burned with the same violet and orange energy.

Or they did until his grandchildren took aim and the thing in the sky started to scream.

Scream in his wife's voice, scream even as it burned. _You won't be there when they need you, Max! You never are! They'll die screaming for you just like I did! You'll - _

Max _made _himself block out the words as the totem and the table both disappeared in a river of fire and a wave of mana and then it seemed like the whole world screamed.

Then there was a blinding flash of red light and it was over like it never was as the fog and the voices just vanished. Fire and the mana cut into the air and grass before anyone even realized that things had changed and the kids looked stunned that it was over when they stopped. Max stared at them as he listened for the sirens in the distance that didn't come and the Plumber in him wanted to grab them up and run.

It was the part of him that made him drive across two dozen states in twenty-some days. The part that wouldn't have let him stop except Gwen was suspicious enough already and the running wouldn't matter anyway. Not if…

But for right now none of that mattered.

Not when a flash of red light washed it all away. Not when his grandkids were right there. The pain in his knees didn't matter either after that, he just rushed across the grass to them. Ben reached Gwen first and he tackled her in a hug that would have sent them both to their knees if Max didn't catch them both and pull them against his chest. He had so many questions, but there was only one that he needed answered right now. "Are you two okay?"

They didn't answer, but they didn't try to shove away, either. Not even Ben, which should have been a worry, but Max wouldn't say anything. Not now. No one said a word for a long time. He just held them both close and tried not to think about how he could feel them shaking under his arms, or maybe it was just him. "I'm so proud of you both," he said, and the words weren't enough. They never were, but this time he didn't care what kind of face Ben made as he ruffled the boy's hair.

"Grandpa!" Ben shouted in a disgusted horror as he pushed away and shoved his hands through his hair as Gwen and he laughed and Max knew that at least some of his grandson's reaction was just for that. The boy could act as outraged as he wanted, but he couldn't his the way the corners of his lips twisted up as he watched them.

"All right, Sport. I won't do it again," Max said, half of it a promise and half of it just playing along. Then he looked down at the girl in front of him and bit back worry as she glared at the torn sleeve of her blouse. "Are you - ?"

"I'm fine," Gwen muttered as she glared down at her arm and the new hole in the fabric that should have been covering it. "Those jerks acted like I'd stop fighting just because they grabbed my arm. Creeps. I _liked _this shirt."

"I'll buy you another. I'll buy you a dozen," Max promised with a laugh. A real one.

"Of the same one?!" Gwen asked in mock horror. "I'm not the doofus! I don't _have _to wear the same shirt every day!"

"Hey! I'm up and playing video games while you're still staring in your closet, Dweeb! Ben said as he brushed off his white shirt with black stripes and smirked right at her. They were trying so hard to start a fight, but Max could see the looks that they were shooting at each other and the worry in them.

It hurt to see that look in their eyes, which was why he did his best to hide his own. It was why he made himself smile as he looked at them both. He wanted to ask if they were okay or if they wanted to talk about what that thing said to them, but he could tell that they wouldn't just from the way Gwen set her jaw and Ben rolled his eyes when he looked at them, but he had to try. "If you two need to talk…"

"Grandpa!" Was all the answer he got and expected, but he'd keep his eyes on them. So he asked the other question just so his granddaughter could preen just a little. "How did you know?"

"About the totem?" Gwen shrugged as she pulled her spellbook out of her pocket with a smirk. "This said that things like that need some kind of focus before you can talk to them and I could feel _something_ sucking up all the mana in town. So I followed the drain because I _knew _that the doofus would be in the middle of any trouble. Then things started going boom and he proved I was a genius. Like always," she said as she grinned at Ben and patted her own shoulder.

Max tried his best, but he couldn't help his frown as he looked at the book she was still clutching in her other hand. The purple cover looked so harmless. Heck, it almost looked tacky with the gold borders and design, but… "That book tells you how to talk to…?"

Gwen's eyes went wide and she shoved the book back in her pocket. "Just like a page or two! And most of that is about how bad an idea it is!"

"Gwen…" Max said and he almost reached over to take the book away so he could burn it somewhere. Almost. If she was anyone else, if they had normal lives he would have, but they didn't.

Thanks to him.

"Busted!" Ben said with a laugh as he walked over and punched her shoulder.

Max couldn't help his wince any more than he could his frown. "Ben…" he sighed as he reached up and pinched his nose as he got ready for the fight that was coming. Words were bad enough, but once it got to shoulder punches...

It had been such a good summer, too. They were three weeks and the two of them hadn't had a single real fight. They'd barely even had any arguments that didn't involve food or where they wanted to go next. If he hadn't run a quick DNA test…

Max was ready for shouting, but not for the laugh that cut through the town's square. "Grandpa's just worried, Doofus. It's okay to admit that you're worried, too," Gwen said with an evil look in her eyes as she turned. "I think it's _sweet." _

A look that Ben saw, too, and it sent him running. "Stay away from me!" he shouted over his shoulder, his face burning already. "Grandpa! Make her fight fair!"

"Chicken!" Gwen giggled as she chased after him. "I just want to say thank you!"

He let them chase each other around the square - with Ben somehow staying just ahead of her - until they circled back and then he grabbed them both by the shoulders. They only fought for a moment more for the show of it, but he was used to that. He would have been worried if they didn't. "That's enough. Time to go," he said as he led them back to the Rustbucket.

They were back on the street before they stopped complaining about going, and the Ben turned and asked his cousin the one question that Max hoped he wouldn't. "So, what did the Poodle say to you?"

"Poodle?"

"It's loud and annoying, but it can't really do anything," Max explained for Ben, but he couldn't explain the dark look that the boy gave him.

A look that turned almost feral when Gwen grinned up at him and said, "That's pretty clever, Grandpa." Then she shrugged. "The usual. Honestly, I think that she's in my math class. What about you?"

"Well, she knew that I'm the hero of heroes," Ben finally said after he stopped glaring and started to strut instead. "So she was a jerk, but she can't be all bad. She knows that I'm the man, the myth, the - What's with you?"

"Hero of heroes?" Max asked with a shake of his head as he ruffled the boy's hair. "The things that you come up with, Ben. " And then he walked right into Gwen, who was just staring at Ben with huge eyes and a white face. "What's wrong, Pumpkin?"

"How - " Gwen croaked out as he reached out for her and it was all he could do not to yell at Ben because he saw the boy reaching out, too, and he couldn't even imagine what kind of trouble he was planning. And then she shook it off and grinned. "How can you stick that much ego in one head, doofus? Hero of Heroes? Really?"

He saw Ben blink before he snorted. "I like it. Hero of Heroes and King of All Dweebs!"

"You're no king of _me," _Gwen sniffed. "You're not even the king of Sumo Slammer." Ben's mouth dropped at that and Max had seen the boy take punches that didn't stun him as much. Then he looked at serious as Max had ever seen him as he grabbed his cousin's hand and almost yanked her arm off when he started to run before she started running, too. "What are you doing, Doofus?!" She half yelled and half laughed at him.

"That's King Doofus to you!" Ben shouted back. "You'll see!"

\- o - o - o - o - o -

**Seventy-Five Minutes After Contact**

Max listened to Ben ramble and trash talk and Gwen sigh and tease him right back as he drove and he counted his blessings.

Somehow he'd gotten them away from that _thing. _Somehow they'd let everything that it said just run right off their backs instead of chewing on it like almost anyone else would have. He was sure that Ben would be okay - and for once he just grinned at all the notes that his grandson brought home from school complaining that he didn't pay any attention - but Gwen…

"That's a cheap move, doofus!" he heard his granddaughter shout and slap the table and that weight disappeared from his chest, too. Good. He was sure that he'd have to keep his eyes on her, especially after how she reacted to those girls at the start of summer.

Maybe he could sleep tonight. He'd try, after…

No. No, they didn't _have _to drive into the night tonight. For once Max didn't feel that itch at the back of his neck telling him that someone was watching. The only people who even _knew _that they were in the state had gone away with the thing in the mists and he didn't feel any pity for them. They chose their side.

They tried to hurt his grandchildren.

So for once they didn't have to outrun the news, which meant that when Max saw the gaudily decorated store next to the gas station up ahead he didn't feel the least bit guilty for stopping even though the tank was still plenty full.

Marilyn always could catch his eye, but it was the posters set up next to her so that it looked like Bruce Lee was fighting Godzilla to save her that caught his attention. He just wondered who was going to win this fight as he pulled over. The second the Rustbucket stopped he turned to wave the checkered flag.

Or he tried to, anyway. He would have done it, but…

"I knew I shouldn't have put away the camera," Max whispered to himself with a grin when he saw the sight waiting for him. He never thought that he would ever see the day where Gwen would let her cousin use her as a pillow again. He didn't even want to know how his grandson convinced her to and Ben was taking full advantage, even if it meant that they both had to twist up like a pretzels on the bench for the booth to make it work.

Max swallowed the ache that shot up his knees and his back just from looking at them, but it was worth it. Gwen was sitting there with her legs criss-crossed while Ben used them for a pillow and he didn't have a clue how the boy could even _see _the TV with his knees drawn up like that, but neither of them seemed to mind. He was just about to ask who was winning when the TV let out the same electronic scream that he'd been hearing over and over again ever since they started driving and Ben just threw his hands up and cheered, "That's win number fifteen! Who's the king!"

"Yeah, yeah," Gwen sniffed as she glared down at the boy as he collapsed back down into her lap. "You just got lucky!"

"Luck?! Lucky Girl is really blaming luck after I whooped you three times in a _row?_! I haven't beaten anyone that bad since I punched Vilgax off of the _planet. _Were you even _trying?_" He crowed, and then his grin turned evil and Max felt that pit of worry come back as Ben turned and eyed his cousin. "So… what did I win this time?"

Gwen scowled back, but there wasn't any heat to it or the smack she gave the she gave his forehead. "You already made me be your pillow for a game and got your cooties all over me! What more do you want?"

"You'd be _lucky _to get my cooties!"

"Lucky?!"

"Speaking of lucky," Max broke in before this could get as bad as he knew it could once their eyes got _that _look in them. He took out his wallet and held out a twenty. "I found a gas station with a video store attached. I was thinking that you two could pick out something new and get some snacks for a real movie night. I could even set up the projector when it gets dark and we can do it in style."

Ben's eyes lit up. "I get to pick!" he said as he shot up and grabbed the money.

"It's my turn, Doofus!" Gwen shouted as she scrambled across the bench. "You picked Wargames this morning! It's my - "

"This is what I won!"

Gwen froze on the seat before she sank back down. "Fine," Gwen groaned as she crossed her arms. That must not have shown her misery enough because she turned and threw her feet up on the seat that Ben just left and collapsed back against the window.

Ben smirked at her and leaned across the back of the seat until he was right in her face with a smirk that was going to get him in so much trouble one day. "Fine what?"

"Your _majesty," _Gwen said with a roll of her eyes as he straightened up and crowed. Ben didn't see her fingers go white around the controller or feel her eyes on him as he ran, but Max did and he knew where this was going before she even yelled, "You better get something I like!"

Max sighed because Ben didn't even _know _how much trouble he was in now, which the boy proved a second later when he shouted back, "I'm not getting _anything _with subtitles!"

"And fat-free popcorn!"

Ben gave her a look of horror. "You are _sick!" _He accused as he jammed a finger at her and then dashed out the door.

Max watched it all with a shake of his head before he gave his granddaughter a look. "You know that he's - "

"Getting a horror movie and the grossest snack he can find?" Gwen finished with a wicked grin as her fingers tapped a beat on the controller. "I'm counting on it."

Grandpa nodded and made his way to the door himself. He needed to stretch and the sun looked so good after the morning they had. "I'll be right outside if you need something."

"I'll be right here. He is _so _not beating me again," the girl vowed as she sank into the game and the way she grinned as she said that…

When she said that all Max could think of was the sickly sweet way that the little blond girl had said that to his Pumpkin a few weeks ago. He'd been hearing it a _lot _over the last few weeks, he heard it every time he saw his granddaughter grin like that or his grandson tease her until she screamed and -

And he shoved Marci's voice away like he did all the others today. He _knew _it was was just something mean that the girl had said just to hurt his granddaughter and there was no way that the girl meant what it sounded like. Not about his grandkids.

Verdona was right. He really did worry too much and he wasn't about to let it ruin Gwen's day. Not after she let out an evil little, "Oh… The Doofus is going to _hate _that!" as she played.

Max just shook his head and left her to it. The sun felt every bit as good as he closed the side door behind him and just _stretched _even as he kept half an eye on the video store. Especially after Ben circled the rusted old motorcycle that was just leaning against the side of the building before he went inside. It wouldn't have been the first time that Ben had gone to do something easy and then there was a flash of green light and mayhem, but maybe they got lucky or they just met their quota for today because the store stayed quiet.

Something itched at Max anyway, and it kept itching even as he went to top of the tank because he might as well. Then he saw the 3 in the price and his heart dropped to his feet. "Three times? Gwen's never lost… Gwen, Pumpkin!" he shouted as he turned and ran for the side door.

He yanked it open so hard that the little light over it blinked on for the first time in years and burned with a warning red, not that he cared. Not when the game's music and battle sounds blared out through the open door. For just a moment he let himself believe that she just got lost in her game.

That moment came and went in the time it took him to look left and see the empty booth there. Empty except for the controller that was just sitting on the table as the game played itself. He felt his panic every time his heart thumped and it took all of his training to shove it back down, but he did it anyway.

Panic wouldn't help anyone. He told himself that over and over as he made himself look. If he didn't, he never would have seen her hiding between the seats up front. Another moment came and went where he was sure that she was just trying to prank her cousin when he came back in and he wanted to laugh and yell all at the same time even as his heart

He wished that that moment had stayed. He wished that he didn't realize that she was facing the wrong way, and that he didn't hear the radio playing or see her fingers dart over the buttons and switches that filled the dashboard around it with a manic energy.

It took him four steps and her a half dozen buttons before he realized what his granddaughter was doing, and when he did his heart stopped dead. He didn't know _how _she knew that sequence, but she did. She did it quicker than even he could have managed until her hand froze at the very end over the little switch that was hidden away under the steering wheel. "Whichwaywhichwaywhichway?" She said, the words almost a whimper.

Then she reached to flip the switch right.

"If you flip it that way then it'll take three of us to flush again until I can reset the system," Max said, and he made himself speak softly and make the words sound like a joke even though he just wanted to pull her away from the dashboard he could _feel _how on edge she was even as he dug his fingers into the passenger seat headrest.

Gwen screamed anyway when she heard him and her green eyes were wide and frantic as she craned her head around so she could stare. "No!" She shouted at him as her hand darted to the left.

And the voice came back on the radio. Max didn't know a single voice he heard, but he could hear the exhaustion and frenzy in their tones. He'd heard men sound like that before. _He'd _sounded like that before. "-_dug in along the whole left flank - !" _

" _\- bangers on every street!" _

"_Take the shot! Take the shot!" _

"_\- been hit hard in Gamma Sector! Medic down! Need - "_

Barely a word came through that wasn't lost in a sea of static, but it didn't matter. Each one made his granddaughter's shoulders shake harder under her powder blue blouse. "Gwen…" Max said again even softer as he reached out to turn off the radio and then pull her close.

Why didn't he scramble the frequencies before he went charging off after them? It would have only taken a second. If he had…

It didn't matter. He could still fix this. He could still explain. He was sure of it.

He was sure right up until Gwen grabbed his hand in both of hers and her eyes glowed violet as she glared at him. "No! No! I've heard you listening to this every night since we left! Every night!" She shouted at him, her voice echoing and frantic. "Who are they? Are they Plumbers? Are they - ?``she choked on the last question, but Max could guess what it was.

" _\- ell is that?! Command! Command, we need air support _now!"

"They're no - ! It's…" Max started said, and he put every bit of confusion into those words as he could as his eyes went to the windshield and the green map that was splashed across the glass there, even if most of the light was lost in the sun. "`It's not the Plumbers, Gwen. It's… It started back when there still were Plumbers. this old girl was designed as a field headquarters and they never took the radio equipment out before I took her. At first I just used to it keep track of my old squadron. Everyone I knew was gone, but… And then, after it was dissolved I just kept listening. This is… this is the war in the Balkans. I know it doesn't do any good, but I listen anyway.

"I listen because I always hoped someone was listening for me," those words were so true that they _hurt. _And he saw watched as his baby girl looked up at him with eye so wide it was like she'd never seen him before.

And maybe she hadn't. He'd always hidden this from her, too. All of it except for that one story at Christmas. He watched her drop her head as she looked down at her glowing hands and shuddered. "I never - "

"_Liar_!" Gwen hissed at him before he could finish as she bounced up to her feet. Her hands never left his, but he could feel the heat in them even before they started to glow with the same unearthly light that filled her eyes. Eyes that glared at him. "She told me that you'd _lie._ She - "

Max's calm died at those words. "You can't _listen _to it, Pumpkin!" He heard the desperate edge in his voice even before the little redheaded girl in front of him flinched, but he couldn't pull the words back even if he wanted to. "I didn't - " he tried, he wanted to make her understand, but he couldn't. He saw her shoulders shaking and heard her breath coming in ragged gasps and he just wanted to pull her into a hug, but when he tried she darted back. All he had left were words, and he'd never been good at words. "That's _all _it does. It finds your biggest fears and - "

"It knew that Ben is going to be the hero of heroes!" His granddaughter shouted at him like the words meant something. "It knew - it knew that he's going to _leave_! That he's going to… He can't do it by himself! He can't do it and stay Ben! I have to - " the words were wild nonsense that he couldn't even try to follow and didn't matter anyway. They weren't anything compared to the panic that he could hear in her voice or the _pain _when she whimpered, "It said he was going to leave again, and th - that I would - I would..." Her words echoed in on themselves as the lights flickered and the pans inside the stove rattled.

" -_mbers incoming! ETA 60 seconds! Duck and cov - !" _

"_Negative! Disengage! Disengage!" _The man screamed the words over the sound of something that made the radio howl every few seconds. Sounds Max had heard only a few times on missions that had gone beyond pear-shaped. Somehow he kept his face still when he found out just how bad with the next few words. "_Air space not secure! Roswell! Roswell!_

"They're not," Max promised and words felt hollow as he stared at the girl he'd once held in his arms and listened to the radio at the same. They weren't ever enough. That's why he didn't use them. Not with his grandchildren or his kids. He did his best and let them think what they wanted and even when they thought the worst, it was still better than the truth.

Until it wasn't.

Gwen shook her head so fast that the mana erupting from her eyes blurred and her hair fell free from it's clip and fanned out over her face. It happened more often than not, but she always took care of it as quick as her mother taught her. Not this time. This time she didn't even seem to notice even as her hair spilled over her right eye. "If they weren't _Plumbers _then why did that man think that Xylene had the Omnitrix?! Why have you been sitting up here _every night?! _A - are they going to take Ben? Is that why - ?"

"They… they were just the last of us. The ones who volunteered to keep an eye on our old bases after the rest of us… That's all, honey. The Plumbers are gone. No one is going to take Ben. And I was listening to the radio because… because I've been right where those men are and I would have given anything to know that someone was listening. I know it's silly, but… but I didn't want you to worry or feel like… That's why I only tuned in when you two were asleep." When he thought that they were asleep. Max checked on them first. He always checked on them first. She must have been… Why did she have to be so clever? "No one's coming, Pumpkin. I won't _let them." _

"The Doofus - _Ben _said that I'd never see him!" Gwen gasped and the lights around her eyes died as she closed them and she shook so hard that he was sure she was crying even before he pulled her close. "It sounded just like Ben and it said I would never see him again! That I would just _watch him go_ and - !"

"He's in the video store, Pumpkin," Max said into her hair. She'd grown so much in the last year that her hair brushed the base of his neck now and he barely had to bend over to hug her, but she clung to him just like she had when she was little and she had a nightmare. She did have a nightmare. He drove her right into it.

It was supposed to be a _joke. _

Max wrapped his arms around her as tight as he could, as if it would protect her _now, _and it tore him to pieces because he felt how small she really was in his arms. She filled any room she was in with her personality and her glare made monsters blink and she cried against him like the eleven-year-old she really was. Guilt made his vision blur, but he kept his voice steady as he said, "He's right across the parking lot, Pumpkin. We can go see him right now. The Plumbers aren't coming. He's okay. I promise."

He felt something soak through his shirt as her voice broke. "H - he sounded so sad and he said I'd never see him..."

"It lies. That's all that it does," Max murmured as he stroked her hair until she finally started to calm down, as the violet halo that went from her hands all the way up to her shoulders finally started to die out. "God, I was terrified the first time I ran into it, but all it can do is lie. You and Ben saw to that."

" - _port! Report!"_

Gwen shuddered at the words from the radio, and Max closed his eyes as she asked, "Why didn't you just tell me the truth?"

Duty. Honor. Those two words raced through his head as the words left her mouth. He'd sworn. And they were all important, but they weren't the reason why. Not really.

"I didn't tell you because I was selfish. I wanted you two to have a choice. I wanted…" Max thought and swallowed hard. "You're eleven, Pumpkin. I wanted you two to be kids. I wanted you two to have fun. I didn't…" He didn't want them to end up like him. He didn't want them to spend their lives fighting wars that wouldn't end. "Ben wouldn't… He was in such a rush last year. Trying to restart the Plumbers, acting like heroing was just one more game. I didn't…"

Gwen laughed and sniffed all at the same time. "We're eleven, Grandpa. Like they'd let us in even if they were still around." He knew that she thought it was a joke. He knew the second that she figured out it wasn't when she pushed away. "They'd - ?"

"Be kids for a while longer, Pumpkin. Just for me," Max begged and the words hurt.

He watched her brow wrinkle as she thought, as her hand pushed at a stray hair. "The doofus wouldn't wait a second, and he'd do it without _me,_" the girl finished and her voice sounded every bit as fierce and sure as he was used to. Almost fierce enough to hide the fear in her eyes before she darted into his arms again and hid her face in his shirt. She shuddered again as he wrapped his arms around her, but this time she didn't try to pull away. No, she just snuggled in as she laughed and muttered, "That jerk," like the words were a joke. Max laughed anyway, he couldn't help it and it meant the world to him when she finally started to laugh, too.

Which made it all the more shocking when he felt the Rustbucket shift and heard Ben call out, "It's a good thing that you're laughing now, Grandpa, because you won't be after - " and then the laugh choked off and worry took its place even as Gwen pulled away. "What's going on?"

"Nothing, Ben," Max as he kept his voice and gaze level. Even if he'd never met his granddaughter before he would have known that she didn't want the boy to know that she had a bad moment just from the way she wouldn't look up. And he _knew _his grandson. As much as he loved him, he wouldn't let the boy get away with teasing her for it.

Not when he knew what that _thing_ had done to trained soldiers three times their age.

Three times… He felt his heart break as he looked at his grandson as he stood there and clutched at the plastic bag in his hand. His left hand. The one that probably held a bad movie and worse food and had the galaxy's most powerful weapon strapped to it. God, the boy should be playing baseball in the park and teasing girls, not fighting monsters. Not facing down demons. What kind of world would expect that of him? Of them?

What kind of grandfather was he that he'd drive them right into it? .

"I was just telling him how you must have cheated," Gwen said as she finally looked up. If it wasn't for the barely visible lines under her eyes Max never would have guessed that she'd just been crying. If she could have met her cousin's eyes he never would have guessed she was lying. The fact that she was so good at hiding both now made him feel sick even as she grinned at her cousin. "But I got it out of my system and I'm ready to - "

Max barely saw a sign, but Ben just shook his head and snorted. "Come on, Dweeb. That was just _sad. _What's really - ?"

"- _ver thought I'd be glad to see MiGs overhead Command, but what the hell did they just _fire? _It lit up the whole - " _a man's voice broke in over the forgotten radio. Max spun around and killed it as fast as he could, but he knew it was too late. He waited for the avalanche of questions that was sure to follow and the plans after. Max sighed before his grandson could say a single word about being the perfect Plumber and him joining the family business. He'd had a year. He was _ready _for that.

He wasn't ready for Ben's scowl or him muttering, "Oh, _that." _

"Ben…" Max tried, but the boy wasn't even looking at him. He kept going anyway because there wasn't any point in hiding. Not now. Gwen would just tell him anyway. "That's the - "

"Plumbers, yeah. Duh," Ben said and waved it off like it wasn't anything. Max had been trained by the best, but he still couldn't keep the surprise off of his face. Gwen wasn't, and she didn't fare any better. Ben saw it all and he actually looked hurt. Hurt and annoyed. "Please. You two try, but _I'm _the ninja of this family."

"You are not! I am!" Gwen argued so quick that it had to be on reflex.

"You _think _about it too much," Ben scoffed at her and Gwen actually looked offended. "I could have snuck in and out of the Rustbucket _twice _before you decided to get out of bed last night."

"Could not!" Gwen shot right back as her hands curled into fists and Max wanted to say something to make them stop because he could _hear _the fight coming. He could see them both almost shaking and he finally let himself see just how on edge they both were and realize what the marathon game and Ben using her as a pillow was really all about.

It was just supposed to be a joke. Just like when Vera said that they were magnets for this stuff. He just wanted to see the looks on their faces when he told them about the ghost town, not hand them over to that thing.

"So could," Ben said right back and then he got that smirk that made Max wince and Gwen glare as he dropped the bag he was holding and his hand went to the watch. He barely had to touch the dial before he slammed it down. "_But since you won't believe a word that doesn't come from out of the sky_…" Ben said, his voice electrically distorted as it always was when it came out of Upgrade, and then the green robot melted into the Rustbucket.

"Ben!" Max shouted and his granddaughter echoed him and then they jumped apart as the green stain flowed through the floor between them before it overtook the dashboard.

"_Ben is right! Ben is always right! OooOOOooo!" _ Upgrade shouted down at them through the speakers in the ceiling before he started making ghost noises. "_You should listen to your king!" _

"You're no king of _mine_!" Gwen laughed. Somehow he made her laugh even though she looked like she wanted to strangle him. Somehow he always made her laugh and Max didn't know how. Then she raised her hand and whispered something that made sparks shoot out of her hand and into the green circuits.

The circuits flowed away from her and his head popped out of the radio, the circle that was his eye narrow. "_Ouch! Hey, quit it!" _

"You quit it!" Gwen shouted as she raced past Max with her hand out and more sparks dancing between her fingers as Upgrade vanished back into the dashboard and Max just shook his head as he watched them and fought a grin. Ben had the most powerful weapon in the galaxy on his arm and Gwen could rewrite reality at least a little and for all of that they were still kids.

Which was why he almost didn't warn Gwen about the circuits that were slipping through the floor behind her as she bent over to zap the radio again. Almost. "Gwen!" She froze but she still didn't see it. Not until it reached up and -

Gwen yelped as a spark hit her and covered her bottom with both hands. "Leave my butt alone, robo-doofus!"

"_Never!"_ Ben laughed through every speaker. "_It's a king's- Uh-oh!" _Upgrade said as Gwen lunged at him and he flowed through the RV's ceiling until he disappeared behind Max. Max almost spun around when two things that felt like flippers grabbed his shoulders and the glowing circle that was Upgrade's eye and mouth peaked up from behind Max's right shoulder. "_Save me, Grandpa!"_

"No hiding behind Grandpa!" Gwen declared as she spun around with sparks flying between her fingers on both hands now. "Only losers hide behind Grandpa!"

Max laughed at the words, and that was the only reason he didn't notice Upgrade freeze. Not at first. "_Loser?"_ the Mechamorph repeated, the word almost lost in static, as he froze and the green lights in his circuits dimmed.

Max felt something that stank of mold pass by and laugh as he spun around. "Ben, she's just teasing. You _know _she is. Don't - "

The alien that was made of green and white circuits slumped into itself before it straightened and the circle that made up his face in this form flattened out. "_No, she isn't_," Upgrade said and the words cut like a saw blade. "_Are you?" _

Gwen froze and the sparks got brighter between her fingers before they went out all together and she reached out. "Ben…" she tried, but Ben backed away and the look on her face when he did...

"_Don't even!" _

"Take it easy, Ben," Max said as he moved between them and he hoped that the thing _burned_ wherever it ended up for what it did to them. He knew their tells and he knew that this would be an ugly fight if he didn't calm them down now. "It's been a rough day and - "

"_Duh_! _It sucked for me, too! I was just…"_ Upgrade threw one of his flipper-like hands in the air and spun around. "_Forget this. I'm going out_."

"I'm coming with - " Gwen said and she took a step forward.

And froze when Upgrade waved his flipper of an arm at her. "_Nah. I got this_."

Gwen sucked in a breath and then she glared right back. "You promised!" She shouted at him and Max didn't know what that meant. He would have given anything to why she sounds almost hysterical, but he didn't. "You said that we were partners!"

"That's enough!" Max barked at the two of them even though he felt sick because he _knew… _Not that it mattered if they'd been sneaking out and heroing. Not right now. He shook it off and tried to grab Upgrade by the shoulder just to make him stay put until he calmed down, but his hand went through the alien form like it was made out of clay. "Just calm down, both of - "

But they weren't listening to him. They weren't even listening to each other.

"_You didn't care about that while you snuck around watching Grandpa all night for the last three weeks and I don't blame you! Why would you want a _loser's _help?" _Upgrade asked over his shoulder, his voice an angry squeal of feedback.

"You're not - ! I don't think that you're a loser, Ben! I was just - No, wait!" Gwen shouted as Upgrade walked into the door and splashed against it, his circuits melting into the metal and then vanishing. Gwen charged and yanked over the door, but the alien was already across the parking lot and looming over the old motorcycle. "You know I'll chase you!"

The alien molded with the old bike, turning it from a rusted old pile of metal that wouldn't ever move again to something sleek and futuristic. "_Good luck!" _It shouted back as its wheels squealed and then it was gone in a dust cloud.

"You doofus! I was trying to - " she screamed at him as she grabbed her mask and pulled it on as she jumped out. Her feet never hit the pavement. A violet platform burst to life under them before they could.

"Gwen! Don't you - "

"I have to smack some sense into him!" And then she was gone, too.

And Max just watched them both go. It wasn't what he wanted to do. He wanted to race up front and chase after them, to make them sit and talk, but he'd done that at the start of last summer when Ben had gone XLR8 and disappeared after they'd had an argument about something that seemed so important then and he couldn't even remember now.

He didn't remember it then, either. Not when he realized that it didn't matter how fast he drove, the boy was even faster.

And it took almost two hours before Ben found them again because he didn't know where to look. Max didn't know which of them took it the hardest or worried the most, but the boy didn't complain when Max pulled him into a hug as soon as he found them or when Gwen yelled at him for a solid ten minutes.

Chasing them would just make things worse. Staying put was the only the only smart thing that he could do. They always calmed down and came home and he'd be here for them when they did.

"Please come home."

He felt ancient as he closed the door and moved back to the driver's seat. As he sank into it and reached for the radio. The Plumbers wouldn't have anything, not yet, but he knew those two. They'd be on the police bands soon enough and he could keep track of them that way.

He'd be there in a heartbeat if they ran into trouble.

Max tried to tell himself that it was the best he could do when the phone rang. For just a second he thought about not answering. Then it took another second to bring the grin he didn't feel into his voice as he lifted the phone to his ear. "Frank! This is a surprise!"

"_Hi, Max!" _His son said, and he sounded just a little bit nervous. "_Gwen isn't around, is she?" _

"No. Sorry. They wanted to see a movie and I needed to do some fixes to the Rustbucket so it all worked out." And if he sounded tired they already had an excuse.

"_And they haven't burned the theater down yet?" _Lili said, her voice light as she laughed into her hand.

Max closed his eyes and thought that doing this should be hard, but it wasn't. It hadn't been in years. He even managed a chuckle as he answered, "Not yet, but the night is young. I'm sorry that she wasn't here to talk."

"_That's okay, Max. We'll call her back later. We wanted to talk to you anyway," _Frank said and he sounded so excited. "_We wanted you to be the first one to know, Dad. Well, third. Carl and Sandra were over to help us clean out the the library when we got back from the doctor and we all went out to dinner to celebrate and - " _

"_Frank," _Lili broke in and this time she didn't try to hide her laugh or the sounds that came next.

"The four of you?" Max asked with real surprise and a fond shake of his head when he thought that they were done kissing. He knew that Carl was helping out at the house, but Sandra? The two women used to be close, but that was years ago.

Lili hummed and her next words sounded like a tease instead of an accusation for a change. "_Sandra even behaved for once. Even if she was a little quiet." _

"_Lili..." _

"This must be big news," Max said as he turned the radio up just a little so he could hear it.

"_\- calling in a...a… I don't even know the code for this, Central, but there wasn't _anyone _on that motorcycle! And when I tried to pull it over it made a face at me and went even faster and - Oh, God. It can't be. I just saw a little girl on a glowing carpet and… and I'm calling it a day, Central. I'm coming in." _

Max let out a little sigh of relief at those words. A sigh he swallowed as his son laughed and rambled, "_We got a copy of the ultrasound so you can see it when you get home, Dad, but we can't wait that long. I hope you like the name Kenneth." _

And for just a second the world went away. For just a second his grin was every bit as real as everyone else always thought it was. "You mean?"

"_I've got another Tennyson boy growing inside of me. God help us all," _Lili said with a giggle. His daughter-in-law giggled. He just faced down a trans-dimensional monster and that was the hardest part of the day to believe.

"Congratulations!" Max said and this time his laugh wasn't the least bit fake. He kept laughing even as he leaned back and just let the news wash over him because it felt so good. The only thing that would have made it better was… "You should tell Gwen. And Ben. They would love to know,"

It wasn't the first time that he'd told his son and daughter-in-law that and he knew that. it probably wouldn't be the last, but it was the God's honest truth. He could just see them both now. The shock alone would be worth it and they deserved some good news. They deserved the best.

He thought so anyway.

"_That Silly Bean fretted enough when she just thought I had a stomach flu," _Lili said, the doubt clear in her voice. And the decision. "_No. She would just want to come home and worry. Let her enjoy her summer. Kenneth will still be a couple of months away when she gets back, so she will have plenty of time to bond. Knowing her, I'll be stuck lying down on the couch for the whole time just so she can read to him anyway." _The sigh was real, but it didn't hide even a little of the excitement or the warmth in her voice.

"_And I can't wait to see how big her eyes get when she sees the size of her mother," _Frank said and he burst out laughing. A laugh that ended in a grunt.

"_Frank!" _

"You deserved that, son."

"_Worth every bruise, dad." _

"_Another Tennyson _man. _Just what I needed." _

"He's just what the world needs," Max said, his voice as soft as her laugh. The goodbyes were quick after that and his grin took forever to fade away as he turned up the radio and leaned back. He almost felt better as he reached down for the same switch that Gwen had just a few minutes ago, only this time he flipped it to the right.

The radio came back to life and immediately lost all of the static as an exhausted man's voice filled the Rust Bucket. " _-version worked, Avalon. All objectives secured before the Blood Pack could deploy the heavy weapons. The town's ours now. Fighting continuing, but Colonel Hallam is confident that his grunts can hold even with our casualties until reinforcements can arrive. He's deploying search teams now just in case there are more of those _things _out there." _

Max closed his eyes at the words and let out a little relieved sigh at that. Then a woman's voice came back who sounded almost as good added, "_Roger Strike Team Alpha - Alpha - Gamma 3." _There was a little pop of static after that and Max's hand drifted back to the controls as the Rustbucket went quiet. His fingers brushed were just brushing against the switch again when her voice came back. "_This is Avalon. Report Whisk - " _

There was a burst of static as he switched the radio back. Some of it stayed, but it barely held up when a man's awed and scared voice filled the RV, "- _bot just jumped out of a motorcycle and then this girl wearing a cat mask flew in and - and she's doing this freaky light show that's holding back the flames somehow while it pulls people out and - and you gotta call in Narcotics, Control, 'cause they gotta be making_ something _in that building, but everyone's seeing it and - hallucinations don't fight, do they? I swear that those two are screaming at each other like Jacob and his wife! "_

Max sighed with relief and shook his head as he called up a map. They were only a few miles and minutes away. Maybe… maybe their fighting was for the best. The always calmed down after they exploded at each other before. Maybe those few minutes would be enough time...

Maybe it would be enough for him, too. Enough that he could find the right words...

Words that wouldn't break his promises. Words that didn't involve his real job or the little boy who looked so much like the two of them that he could almost see the little guy sitting in the passenger seat already. The boy who he would take on a road trip of his own one day, who would would be spoiled by his sister and his cousin both, who Max prayed would stay out of his footsteps and that the world would just leave alone.

He let out a long shuddering breath as he imagined his Sport and Pumpkin out there, as he remembered every _word _that the _thing _told him today, every _lie, _every _promise_, and the looks on their faces as they ran away_. _

Because of _him. _

That was the thought that made him open his eyes and put the Rustbucket in gear. It wasn't the smartest thing, but he had grandchildren out there - grandchildren who needed their grandpa almost as much as he needed them - and it was past time to go get them.


	15. This Means War

**Chapter 15: This Means War**

_Madison Square Garden_

_New York, New York_

_7:55 pm, June 25, 1999_

Gwen froze the moment that they went through the doors.

Or she would have, anyway, if it wasn't for the press of the people behind them that kept her moving. She'd been feeling _something _as they walked to the arena, but she didn't know what, but it was just that. A feeling. Once they got inside…

If it wasn't for the people pushing or Grandpa's hand on her shoulder she would have stood in the doorway wall day. She was sure of it. Grandpa kept his hand there as he guided her she barely even noticed that she was still walking as she looked _everywhere _but right in front of her.

The worst part was that she wasn't even sure _why. _

She'd been to concerts and exhibitions before, but none of them felt like _this. _None of them ever had the press of people that she felt now, with the endless noise of people talking and laughing until it wasn't even a sound anymore, but it was more than just the people. There was something else, something she was almost sure that she should be able to see if she just knew the right way to look for it.

Was this was the woman in the journal meant when she said she could _hear _where she was? She didn't know, but she was sure that it wasn't a sound either. It was… it was like a feeling, or an energy. She held a shaking hand out because it almost…

It felt like she could fly if she could just touch whatever it was.

"Gwen, Pumpkin, are you alright?" Grandpa asked, and Gwen would have jumped if he didn't still have his hand on her shoulder as he lead her to a quiet corner. Gwen just nodded because she didn't trust her voice as she tried to _think _and she remembered when she felt something almost like this, a sound that she felt more than _heard_.

It was a few weeks ago, when Grandpa was off getting the stuff that he called groceries and they _so _didn't want to know, so they stayed in the Rustbucket and she'd been reading when the world went _mad_.

There was a beat that she felt right through the floor and a screech so inhuman that she fell off of the couch in her rush to get up. She didn't have a clue that guitars and drums could sound like that if you tortured them enough, or that it wasn't Hero Time as she scrambled back up until she almost ran into Ben.

Who was _earning _his King of the Doofus crown as he rocked out on an air guitar in front of the Rust Bucket's sound system, the one he'd turned up to _eleven _until she slapped her hand down on the dial.

Ben swore it was music, not that _that _was the dumbest thing that came out of his mouth in the last few weeks. He swore the moves he made were dancing, too, and not just him trying to break his neck. She knew better about both.

But the air here almost felt like that 'music' did. Like it was a noise that she was feeling instead of hearing and she couldn't help shooting a look at the boy who was walking on the other side of their Grandpa. She was amazed that he was looking around, too, with eyes every bit as wide as hers was.

Almost like he could…

Gwen knew how stupid _that _thought was the second Ben grinned and launched a series of punches and kicks into the air. "Do you _always _have to be the most hyper one in the room, doofus?" she asked as she rolled her eyes and Grandpa just chuckled instead of telling the doofus to stop like he _should _have.

Everyone else just tried to get out of the way.

Not that Ben _cared. _Not about the glare she added on a second later or any of the others that she'd given him over the last couple of days. So she shook her head and tried to focus on whatever it was that she felt instead of him, when the boy dropped into first kata and declared, "Defend yourself, Ronin!"

Instinct made Gwen crouch a little as she pulled her own left right hand back and hold out her left as Ben charged forward, memory made her grin, and reality wiped them both away as Ben went right by her and charged Grandpa instead before he launched his right hand out.

Not that she cared.

Grandpa didn't either. He didn't even flinched as Ben's fist closed in on him or look the least bit surprised when it stopped a half inch away from one of the flowers on his red shirt. No, Grandpa just raised his hands up and chuckled as he said,"Sorry, Ben. My dueling days are done," Gwen didn't sigh as loud as Ben did, but she still sighed, and then Grandpa looked right at her and added, "but I see a young samurai over there who could use some practice."

A sigh caught in her throat as her cousin gave her the same look that he gave pre-algebra the first time she ever tried to explain it. The lobby was almost too loud for her to hear what the doofus said as he stuck his hands in his pockets and turned away. Almost. "Pass."

Grandpa's smile died just a little. "Ben…"

"Just leave him alone, Grandpa," Gwen said as she turned her back on them both. She didn't need _him _anyway. Not to have fun here or to practice her katas in the morning even though… She shook her head and turned away so she could focus on the energy that was itching at her, but that didn't stop her from crossing her arms and muttering, "He's just being a _jerk." _

"Gwen…" Grandpa sighed and she didn't have to turn to know that he had a hand in his hair. Then the man's voice brightened just a little. "We've still got some time until the show starts and it's been ages since I've been in the Garden. I still have the Shag Carpeting t-shirt I got a while back, but it could use some company. Come on, you two, anything you want. My treat."

Gwen eyed the booths that were set up everywhere. Most of them just sold posters - posters that looked just as amazing as the Sumo posters that Ben had hanging on his walls at home except these were better because the people and the moves in them were real - and t-shirts, but there were a few…

Her eyes settled on a Kimono robe that she could just make out on a mannequin in one of the stands in the distance. One that was her favorite shade of blue with a field of cherry blossoms scattered around the bottom half and it almost looked like the real ones that Mrs. Yamamoto wore sometimes except the hem ended at the knee instead of going all the way down to the floor and it didn't matter. It still looked just as elegant.

After that, she tried to figure out what the doofus would be drooling over because she _knew _him. For all that he made fun of her for shopping, he was the one who always went _nuts _when Grandpa found a flea market, and that was over old _junk. _This stuff…

There was even a booth that had swords! A part of her was _terrified _that he'd see them, but if it meant she could get that robe...

"Nah," the boy muttered instead and Gwen forgot all about the stuff as she spun to face him. Ben wasn't _even _looking at anything except the Watch on his wrist, the one that Grandpa told him he couldn't touch tonight. "It's bad enough that I gotta be here, I don't need to remember it." Ben muttered as he kicked at the ground. Then he shrugged and nailed her with the glare she'd been trying to give _him _as he spat out, "You two do whatever you want. I'm going up to my seat and catching a nap."

Then he just spun and ran for the stairs like this was _school _and not an honor.

He was at the bottom step before Gwen even realized that she was standing there with her mouth open and she closed it with a sharp click. "I told you that we should have left him at home."

"We couldn't leave him in the Rust Bucket alone all night," Grandpa sighed.

Gwen felt a familiar smirk spread across her face and it fit like old clothes as she watched Ben disappear into the crowd. "I wasn't talking about leaving him in the Rust Bucket."

"Gwen…" Grandpa sighed again as he pinched his nose and she tried not to feel guilty. She almost managed it, too - she'd had plenty of practice over the last few days - and then Grandpa played _dirty. _"I know that you don't mean that. I know that Ben doesn't either."

"Like heck I - !" Gwen started to shout before she remembered where she was and felt people starting to look.

Including her Grandpa, who had the only look on his face that was worse than _that _one. "I wish that I'd burned that _thing_ thirty years ago and every day after just for what it said to you two, but I can't," Grandpa rolled right over her protest. "But you've been glaring at and ignoring each other for days now and I want to know, do you feel any better yet?"

"Better?! I feel - " Gwen scoffed as she flipped her hair and a dozen brags were right there, and they all melted under Grandpa's eyes until she hung her head. "No," she admitted in a whisper.

"Try. Try for me," the big man all but begged. "It doesn't even have to be anything big."

Gwen swallowed the lump in her throat and looked up. Her eyes took in the stands and she finally nodded at one that sported a giant white cup mascot that she knew way too well. It all started a few months ago and they'd both been too hyped to sleep after they went out heroing. Too hyped and too thirsty, so she dared the doofus to go into one of the all night places and get them milkshakes. He only got chased out of three all night places before they found a stand where the guy at the counter didn't even blink at a bright red alien with four arms - which was probably because the whole place smelled like some of aunt Sandra's incense - but they didn't have any milkshakes, just smoothies. Her blueberry was okay, but there weren't words to describe the strawberry and spinach one Ben ordered.

She was sure that he got the grossest one he could just so he could dare her to taste it, but then he finished it anyway even after she gagged and it was all over after that. They'd been back a half dozen times since, enough that the clerk didn't care about her mask any more than he did blue dinosaurs sitting on the picnic tables that were scattered outside. She ground the toe of her shoe into the floor as she admitted, "He likes smoothies. The weirder the better and I blame _you _for that!"

The _doofus. _

"I always knew that the boy's a chip off the old block," Grandpa said and he sounded so proud instead of horrified like he _should. _"Come on, let's see if we can find something new for him." And they did, even if what she ordered got her another look, one that the big man usually saved for Ben. "Lavender and lemongrass?" he asked, and she could hear the suspicion in his voice.

"He'll love it!" Gwen swore with an evil cackle as she picked up the cup and hurried for the steps.

"All right…" Grandpa said as he followed behind her as if he hadn't gotten a blueberry and wheatgrass one for himself and Gwen just ignored the doubt in his voice as she felt the doofus's drink freeze her hands. It wasn't much, but…

But maybe it would be enough that they could talk - really talk - even if she didn't have a clue what she was going to say besides yelling at him for breaking his _promise. _They were _partners _and they…

They…

_I'm going to leave, _the thing whispered behind her, and Gwen never knew what was worse, when it sounded like her doofus or the jerk he'd grow up into or how sad they both sounded and it kept switching between the two. _You already know I am. And it's all because of you. Because you aren't brave enough. _

She thought…

She thought it meant that she wasn't brave enough to stand up to Grandpa about the voices on the radio, but what if…?

Gwen froze and ignored Grandpa and everyone behind him as she turned to look at the mat and everyone racing around it for the show that was about to start. Maybe it would be enough that he'd actually watch the greatest karate masters in the world show off with her. Maybe he'd even start to practice with her again, and if he wanted to work in some of the moves that they were about to see...

Maybe…

Maybe was a _start. _"Not _brave enough?! _I'll show _you," _Gwen hissed as she started racing up the steps again.

They were still six rows away from theirs when she heard Ben laugh even over the noise of the crowd. "See? He just needed a minute to calm down," Grandpa said behind her. Gwen didn't even answer, she just kept going with a grin of her own.

And stopped dead when she saw Ben grinning at the girl in the seat next to him.

A girl about their age with long blond hair wearing a pink dress who had the kind of smile that no one ever had when they were talking to her doofus. "Your Sensei really doesn't care? I wish… If I have to hear how I'm not _really _interested in Karate one more time just because - !"

"Care?" the doofus laughed again as he cut her off and Gwen only relaxed her hold on the cup when she felt something cold drip on her hand. "Everyone knows that the best fighter in our dojo is - "

"Ego much?" Gwen muttered to herself. Ben, the best in their dojo? The best in his belt, sure, but the dojo? "Please."

"Hey, Sport!" Grandpa said, his voice booming, and they all jumped. Gwen didn't even try to hide her glare as Ben spun around and he gave her a wide eyed looked before he glare right back at her. "We got you a smoothie. Gwen told me - "

"Here," Gwen interrupted as charged down the row and shoved the cup into the doofus's hands.

Ben barely even seemed to notice it. She was amazed he didn't drop it as he sat there and blinked at her. "You - "

"Grandpa _made _me," Gwen bit out as she sat down next to him because she _had _to. Because Grandpa was already sitting down on the other side of her and she wasn't about to give Ben the satisfaction of asking, of _running. _

"Ben?" The blond thing asked and she sounded so polite and so nice that Gwen just wanted to grab the smoothie back dump and dump it on her pretty blond head. "Who are they?"

"Oh, that's my Grandpa!" Ben said and Gwen could hear the pride in his voice. So much that it even lingered as he added, "And that's Gwen. She's the - " Ben started and then he stopped so fast that he should have bitten his tongue. Gwen glared and waited and she swore that she saw the corner of his lip twitch up before wave her off and turned back. "She's just my dweeb of a cousin. She doesn't even _like _karate. Grandpa made me bring her. Just ignore her."

Gwen felt each word like a thunderclap in her head and she wanted to scream at him, but he didn't _deserve _it. Like she even cared. Like she even _noticed_ them leaning in close again or the look that the girl was giving them both before she said, "Maybe _your_ Sensei would tell me the right way to do a roundhouse kick. I keep trying but I always end up on my butt."

"You're kicking too hard," the doofus said like he _knew _and he probably thought he was being _charming. "_You gotta be a master of balance like I am!"

Gwen sank deeper in her chair and tried to ignore them both. _He's going to leave, _the thing's words came back to her as she crossed her legs and started kicking her foot. Of course he was. She didn't even know why it was a surprise, or why she even bothered to care.

Or why it bothered her that the girl was looping a strand of hair around her fingers over and over again as she laughed when Ben said something that proved how smart he really was. All the stuff he wouldn't even known if _she _hadn't told him. And the blond girl sounded just as intelligent. They were made for each other. _She _could watch out for him when he was playing hero.

It would serve them both _right, _Gwen thought as she touched her own hair for just a moment before she let out a hiss and crossed her arms again.

Gwen heard the crowd stand and cheer, but she didn't move. "Isn't this amazing, Pumpkin?" Grandpa asked as he sat back down and then he hit her with a mock glare. "I better not catch you two practicing that kick. Not until your Sensei says it's okay."

"You don't have to worry, Grandpa." Gwen couldn't copy a move that she didn't see and she knew that _Ben _wasn't paying attention. Not when he was drooling all over the girl next to him. Not when he kept glancing over his shoulder at her just to make sure that she was watching just so he could rub in how little he cared.

Karate was supposed to be _their _thing.

She was such an idiot.

Then blonde girl who might as well have been Marci - and _what _was it with him and evil girls? Was he going to start drooling over _Charmcaster _next? _\- _wrinkled her big nose and asked, "What are you _drinking_? It smells like..." After Ben took a sip of the drink _she'd_ gotten him.

Ben made a little face as he let go of the straw and held out the cup so he could study it. "Beats me. It tastes like lemon and perfume, though. I think that my cousin is trying to poison me." He laughed and then he said the same thing he always said when he got a new flavor. "Do you wanna try?"

Gwen dug her fingers into her arms as her foot went still_. _

"Sure, why not?" The - the - the _slut_ said before she leaned in for Ben's straw.

Gwen ground her teeth together as she turned her head away and glared at Grandpa's shoulder because he never… And she wasn't an _animal. _She used her own straw! She never even _thought _about…Besides, The doofus always acted so grossed out by her, but he'd let a _stranger _that he just _met - ! _ She was just about to scream when the best thing in the world happened.

She felt drops of smoothie hit her arm.

"Ben!" She raged as she spun around, sure that he was flicking the goop at her. Then she froze as Ben sat there with smoothie dripping off of his face and chest even as his cup slipped off of the purplish gunk that covered his lap and hit the floor. "You - "

The blond girl let out a shriek as the gunk dripped off of her, too, and shoved away from the dork. So did everyone else around them who was caught in the splash zone, but none of the surprised gasps and shouts matched the one that Gwen heard the doofus make as he jumped to his feet and tried to push the freezing cold stuff off of his lap and it _so _didn't work. The gunk just smeared all over his pants and stained the white parts of his shirt the same purple as _everyone _stared. They stared and went so quiet_. _

Until a giggle cut through the silence.

Gwen didn't even know that it was coming from _her _until Ben spun and stared at her with a bright red face and eyes so wide that they looked like saucers and that only made her laugh harder because the doofus looked _ridiculous_. She laughed so hard that it _hurt _even as it caught like the flu around them and everyone else joined in. She kept laughing even as she reached out for him, as she tried to say his name because she _knew _him and…

And he proved that he was every bit the _doofus _that she knew he was when he jerked his hand away and jumped to his feet. He was still dripping Smoothie and he didn't even seem to notice before he bolted the other way. The blond girl barely got her legs out of the way in time, which was more than most of the people in the row next to her could say. Not that Ben cared. He ran over them until he got out of the aisle and hurried down the steps on the other side.

And that was when it finally stopped being funny.

"Ben!" Gwen shouted as she got up and tried to chase after him, but no one would make room for her after he just barreled through them. She wanted to push right through them, too, or just fly, but she couldn't, and he was halfway down the steps before she made it through. She was screaming his name by then, but he never stopped and he never looked back. He just charged down the steps and the laughs and pointing followed him every step of the way.

"Shut up!" Gwen screamed at everyone, not that they were listening any better than _he _was. "Ben!" she shouted again and again as she raced down the steps and he shoved his way through the doors at the bottom. "Don't!"

The doors didn't even have a chance to close before she saw the green flash of light, but it didn't matter. She charged down anyway just in case the Omnitrix did its usual magic and yanked open the door just a few seconds after he'd gone through it, but there wasn't anyone there.

There was just some trash floating in the air where he had just been.

Gwen stood there and stared until she heard someone stop behind her and then Grandpa puffed out, "What happened?"

"He…" Gwen said. "He dropped his smoothie and…" She stood there blinking as Grandpa stared at her. Then the crowd cheered behind them and she let her hands drop. Then she felt a bump in her pocket and she remembered. Her face lit up as she pulled out her phone and it only took a second to dial.

It took so much longer for him not to answer. Not that call or the next. He didn't even answer the emergency call that he promised he always would. Finally she tapped out. **So you dropped the cup. So what? It was only a little spill, doofus. Don't be such a baby. Get changed and come back. No one will even remember. **

And she stared at the phone that never buzzed back.

**You're missing everything! **

And that got just as much of a response.

**Stop being a - **She started to tap out again when Grandpa wrapped his big hand around hers and made her stop.

"Let him cool down, Pumpkin. He's probably just sulking in the Rust Bucket."

Gwen stared up at the man who should know everything, including just how much trouble the doofus could get into, and she wanted to scream at him for forgetting all of that. Instead she yanked her hands free so she could type, but her fingers wouldn't work. Not with Grandpa's sad eyes on her. "But, what if - ?"

"Then your phone will pick it up and we'll hear all about it," Grandpa said as he folded her phone. "Give him a few minutes, Pumpkin. Come on. Let's finish the show and then we'll go look."

"But - " Gwen said, but she let her Grandpa led her back to her seat. The show kept going and the other girl leaned over and said _something _to her_,_ but Gwen didn't know what. Grandpa answered for her and she heard just as much of that as she tried not to think about the empty seat next to her that was still dripping with purple smoothie.

People cheered and she knew that they'd be watching the tape of this the second she got back to the dojo and everyone would be asking her questions, but all she saw was her quiet phone.

Then finally, finally the show was over. It took another chunk out of forever to get out of the arena and even more time to get back to the Rustbucket. It took so long that she was almost dancing around Grandpa as she tried to get him to hurry, but he _wouldn't. _He just kept looking around like he thought that Ben was going to be hiding around the next corner and she just wanted to _scream, _but it wouldn't help. Thinking would. Ben always needed her to do the thinking.

"He must have gotten smoothie in his phone and that's why its not working. He's gotta be out there _somewhere, _so if we use the Rust Bucket's radio we can - " she babbled as her mind raced and Grandpa took _another _eternity to find the right key.

They'd found Kevin in New York last year. What if there was another _thing _out there like him? Ben didn't… God, he didn't _think. _Not when he was mad. They could be -

"Will do. And I still know a few tricks to this city, we just need - " Grandpa said as he pulled himself in. She could hear him trying to stay calm, as his own worry creased his brow. _Finally. _She jumped in after him and ran right into his back as he stopped dead just inside.

"Grandpa!" Gwen shouted at him and she came so close to shoving him to get him moving, but he was _Grandpa_. "I'll clean up whatever mess Ben made _later! _We have to - "

"Look in his bunk?" Grandpa said with a chuckle.

" - I don't know, start a fire or _something_, because he - " Gwen's rambled right over what the man said until until her mind caught up and replayed them. Then she stopped dead and turned.

And it was true. The doofus was right there. If she didn't know for a fact that he had a dozen of the same shirts and pants she wouldn't have even known that he'd gotten splashed because there wasn't a spot of sticky purple goop on him. She tried not to notice that the watch was red, but he was just lying there with a comic in his lap. "Ben?"

He didn't look up. Not even when Grandpa said, "You missed a heck of a show, Sport."

Gwen braced herself for the yelling at that. And the insults and whatever else it would take for the doofus to get it off of his chest.

She wasn't ready for the shrug. She wasn't ready for him just to flip the page.

"Grandpa and I got you a t-shirt," Gwen tried as she held up the bag in her hands. She hated every second that they stood in line, but Grandpa insisted that they get _something _besides the ulcer she was sure that the doofus was giving her.

Grandpa thought it would help. It just got a, "Great."

The man gave her a look at that. Then he rubbed the back of his head and shook his head and he got a look in his eyes that she knew so well. The one that said he knew how to fix _everything_. Gwen grinned at it and locked her eyes back on the doofus as the world's best fixer said, "After tonight I think we could all use a little treat and I saw a Korean grocery store up the block. I'll be back in a minute."

Grandpa slipped by her and had his hand on the door before what he said sank in and she spun in horror. "What?"

Grandpa just looked at her as he repeated, "I'll be back in a second." And then he was gone with a click as he locked the side door behind him.

Gwen stared at the door and touched the phone in her left pocket and the spellbook in her right and she knew that neither of them would help her now. They wouldn't even get her out of the Rustbucket. So she turned and made her way back to Ben, one slow step at a time. "It - it was a great show, Ben," she tried and she lied and she waited for him to scream at her or throw a fit or even go hero again. She could deal with that. She could scream every bit as loud as he could and she'd chase him until the watch timed out now that the whole world wasn't in the way. She proved _that _a couple of days ago.

Ben's face twitched a little and she heard the paper crinkle in his hands, but that was it. "I bet."

"I…" Gwen tried again. "It's a funny shirt. I - Grandpa saw it and he said it _screamed_ you. You're going to - "

He flipped another page and he tried to look so casual as he leaned back in the top bunk, but she could see the set of his shoulders. "Keep it."

"You're giving up on a free shirt?" Gwen asked and she tried to laugh. "Who are you and what did you do with - "

"Just stop," Ben said and he should have snorted the words or growled them, but he didn't. He didn't even sound like he -

Gwen froze in place, and when she felt her glare come back she didn't even try to fight it. She just crossed her arms and gave him her best one. Then she let out a little scream as she threw her head back. "Fine! I'm sorry that I laughed, all right? It was just… Like you wouldn't have!"

"That you laughed? You think I'm mad because you - " Ben chomped down on the words as a crunching noise filled the cabin and she looked down because he _finally _sounded like him again. He was even grinning at her when she met his eyes again, even if the comic in his hand was a crushed mess. "Okay."

"Okay?"

Ben looked like he wanted to say so much more, but he just nodded as he tried to pull his comic back into something that looked at least a little like a book. "Okay. It was just an accident right? I'd have to be a real _loser _to stay mad." Then he chuckled. Not much, but he did. "And it was a pretty good one."

"Yeah," Gwen grinned at him. "So we're good?"

"Well, give me that shirt first," Ben said with a grin of his own, "but - _oh yeah_ \- we're good."

\- o - o - o - o - o -

_Over Mallorytown, New York_

_5:25 pm, June 27, 1999_

" - there!" Gwen shouted as she pointed at the silvery thing and all of its spindly legs that caught the sun under them. She was so glad that they weren't anywhere _near _New York anymore, because they never would have spotted the thing if they were. Not in that mess of huge buildings and filled streets.

Not until it was too late.

They so didn't have to worry about that here. No, the huge lawns and almost empty roads that were spread out under them in this little town almost made hunting the thing too easy. That and the long trail of smoking wreckage that the thing had been leaving behind ever since they saw it streak across the sky in a flash of light.

It and the other eleven just like it that crawled out of the same pod.

"I got it!" Stinkfly shouted back and dove so fast that they left her stomach in the sky a hundred feet above them. Gwen squeezed her legs tight around the bug's thorax and it almost felt like she was riding a horse again except for the exoskeleton.

That and the whole getting shot at thing.

The silver thing reared back on six legs as it brought up the front two and a purple laser burned through the sky at them. Gwen's fingers and mouth were already shaping the mana around them, but it wasn't for a shield. They didn't need it, Stinkfly bucked out of the way just like she knew he would.

Ben even got off a shot of his own at the same time, and the green goop he spat at the alien caught it right on the gun ports, not that the thing cared.

Not until it was too late, anyway. "Nice shot!" Gwen shouted as the things' front arms _exploded _and the rest of it rocked back_. _

"Spitfly goop! The stink for what's bugging you!" Ben cackled through the alien's mouth as he banked and brought them back around.

The alien death machine stood there frozen for a second, and she could see it studying the smoking ruin of its front legs before it skittered for the only cover around.

Which was a whitewashed church and it's beyond full parking lot.

"I don't think so!" Gwen shouted over the noise of the wind and the wings as she squeezed her legs even tighter around Stinkfly because she'd need both of her hands for this. She kept glaring at the thing even as she chanted and circled her hands around each other until a violet sphere filled the space between her palms and another burst to life around the machine.

The thing was bigger than any dog and smaller than her pony and she felt the strain as she wrapped her spell around it, as she poured more and more mana into the bubble she was building until it was so thick that she could barely see the thing through the violet glow around.

Which was when the _thing _flipped out at being trapped.

Gwen couldn't see the thing as it jammed its knife-like legs into the sphere around it, but she saw the twin between her hands flare with violet lightning and felt every blow like a sharp needle jabbing against her palms. _Anyone _else, anyone _sane _would have stopped. "You're going to have to do better than _that," _she shouted down instead and she almost wanted to howl the words out so it could hear the challenge.

Maybe it did anyway, because the thing stopped and curled up in a ball right before it shot lightning _everywhere. _

Gwen tried to bite down on the pain she felt behind her eyes, but a gasp must have slipped out because Ben looked back with one of Stinkfly's four eye stalks as he brought them around and they lost another hundred feet. The eye was so alien that she couldn't see the worry in that green eye, but she heard it in his voice as even as he tried to hide it with his usual _Ben-ness. _"You got this right? Or are you gonna tag in the hero?"

"Please," Gwen said as she grinned through the pain and squeezed her hands together. The ball of mana resisted for just a second before it started to shrink in her hands and around the alien machine all at the same time. They shrank so fast at first, and then she felt the sweat drip down her forehead as the thing kept fighting and more lightning burned at her spell and her hands both. That was when she growled and squeezed until an even brighter light burst inside both spheres as the one between her hands shrank down to the size of a marble and the one around the alien…

She stared down at the beach ball sized sphere that was just hovering over the grass like there wasn't a crushed ball of alien death machine inside of it. She held the sphere for another second, just in case. Then and only then did she let the mana go and lean back. "That's twelve!" she panted as she waved her hands back and forth just so she could cool them off.

"Diamondhead did it quicker," Stinkfly grumbled. "And he didn't get hurt."

"Please, doofus," Gwen smirked as she eyed her palms just in case before she smacked him with her right one. It would have worked better if he wasn't covered in an exoskeleton, "that hurt more. We caught them all, didn't we?"

"I guess," Ben muttered, and then he let out a laugh as he caught her feet with his claw-like hands and did a barrel roll.

"Ben!" Gwen screamed before she laughed and threw her hands into the air until he was done. Then she gave him another smack and she tried to sound so serious as she demanded, "You better land right now, mister!" but the giggle that slipped out in the middle of it didn't help at all.

"Fine!" Stinkfly said as he somehow rolled his eye-stalks and brought them down on the lawn right next to the still smoking monstrosity. He gave it a look with two of his four eyes even as the other two drifted over to her.

Gwen just smirked at his look as she set her hands on her hips. That lasted for as long as it took for her to look at the thing that wasn't crushed _enough _to hide what it looked like. "Whoever made these things is _sick." _

Spiders? Killer death machines were bad enough, but who was evil enough to make them look like _spiders? _

"You gotta give them this, they knew how to freak out dweebs!" Stinkfly laughed and he only laughed harder when she glared at him. Then he waved one of his arms over at the church. The parking was full and looked almost normal, but the lawn around it so didn't. There were a dozen cars there with torn up grass behind them and their doors still wide open in their hurry to get inside.

The church's walls looked thick, but Gwen shivered because she already saw that it wouldn't have been enough even if it wasn't for the stained glass windows. If they hadn't found it when they did…

She eyed the shapes she could just see on the other side of the glass and sighed as she gave the big pest who was wearing an alien body a look and a wave of her hand. "Grandpa's not here, so if you want to take your bow…"

It didn't matter _what _body he was wearing, Gwen would have known Ben's grin anywhere when she said those words. Stinkfly stood a little bit taller on his four legs and his wings buzzed, but they stilled before he took a step and his sigh filled the yard. "Nah. You do it."

"Really?" Gwen asked and she couldn't hide the disbelief in her voice.

Stinkfly shrugged and waved a hand. "I think that they've seen enough giant bugs for one day." Then his wings buzzed until they caught the air and he took to the sky. "You got this! Tell 'em and we'll go get Grandpa off that boat!"

Her grin didn't have anything to do with what she was about to do. She'd been so ready for Ben's sulk and so sure that it would last for _days, _but if he was letting her take the bow already…

Gwen almost flew across that lawn.

The wood door was every bit as thick as it looked, but she didn't care. She only stopped for a second to have a shield ready just in case as Stinkfly settled on the edge of the roof right over her head for the same reason. She gave him an excited wave that he rolled all four eye stalks at, but she didn't care. She got to take the bow and Ben was finally maturing.

Her mother always swore that it had to happen sooner or later. The woman was going to be insufferable when she found out that she was right and Gwen couldn't wait.

She couldn't wait for the people inside to open the door either. She laughed as she banged hard and just wished that she was in her costume. Her blue jeans and green top made the heat bearable, but they so didn't scream hero. "It's okay! We beat all the alien things! You're safe!"

She heard someone unlock the door, and then it swung open just enough for a man with dark hair and a white collar peaked out with terrified eyes. Gwen sucked in a breath and her hand went to the windswept mess of her hair as she stared at the Priest. Then he blinked at her and opened the door wider. Wide enough that she saw more people huddling behind him.

They were the reason that Gwen grinned and threw her arms up like she just stuck the landing at a meet, but this time she so wasn't faking her grin. "Who's your - !"

Then a buzz tore through the air behind her and everyone screamed, even her. Gwen's shield spell blazed in her mind and in her hands as she tried to spin, but she wasn't fast enough. She felt something hit her butt as hands grabbed her by the shoulders and yanked her into the church even as she shouted, "Ben!"

But they didn't. The hands on her didn't let go either, even as she twisted against them just enough that she caught the barest glimpse of Stinkfly before he shot up into the sky, but she heard his laugh fill the air until the men by the door shoved it shut behind her with a heavy thump.

"Let - !" Gwen started as she spun around, ready to smack the hands off of her arms until she saw the priest there, his face white as he stared at the door and his hands shaking against her and her mother's voice screamed in the back of her head because ladies didn't even _think _about doing that.

Not when the man looked so worried when he looked down at her and looked her over. Not when she was sure that he thought he just saved her life. "Are you okay? Did that _thing - ?" _

"I'm fine! I'm fine!" Gwen said to him and to everyone in the packed church behind him. They were all staring, pale faced and terrified, and she held up her hands to try and calm them down. "W - we got all the bad ones! That - he's not bad! He's just an _idiot _and he thought he was - " The rest of the sentence died in her mouth because she didn't even have a _clue _what the _doofus _was thinking when he did that. Not when he _knew _that everyone was scared. She put every bit of calm she could into her voice even as she pictured strangling her cousin. She turned to the two men by the door who were just staring at her with wide eyes and almost begged them to believe her. "You're safe!"

No one did. They wouldn't even meet her eyes and she heard the gasps behind her.

"We are safe in here," the priest agreed as he said every word slowly and softly as he turned her back around before he let go of her shoulders so he could take her hand. Not even _he _would meet her eyes now and Gwen didn't know what else she could do. Not when so many people were shooting her looks and wrinkling their noses. "We're all safe in here. I'm sure that your parents are safe, too, child, wherever they are. You can wait here until they come and get you, but first we need to get you taken care of."

Taken care of?

Gwen wasn't… She shot a panicked look down at her clothes just in case, but she didn't see anything. No burn marks, no cuts, no blood. "I don't - I'm fine!"

"Good," the priest said with a smile that didn't go anywhere near his eyes before he turned away. "Alice, if you could…"

A woman who had hair even whiter than Grandpa's winced before she smiled and stepped out of the crowd. She took a couple of steps forward and held out her hand. "Come on, dear, I'll show you - "

Gwen pulled her hand away from them both and just stared. "I'm fine! Why are you - "

Then the woman sighed and lowered her voice as she leaned in close. "It's nothing to be embarrassed about, you're not the only one who had an accident today, dear. The bathroom's right over here. I'll show you. You get cleaned up and I'll try to find you - "

"What are you - ?" Gwen started again as she took a step back and finally remembered feeling _something _hit her and felt the damp just starting to soak through the denim of her jeans. She went pale as she reached back for the seat of her pants with a hand that was shaking even before she felt the sticky goop there. She knew what it was even before she pulled her hand back and saw the green slime on her fingers.

The slime that used to stink so bad until she mostly got used to it.

Or she was, but it was all she could smell now. She stared at the horrible stuff as the woman took her other hand and tugged until Gwen followed out of instinct. They were through the door and in a quiet hallway when woman cleared her throat and said, "You weren't the only one, dear," the woman repeated in a gentle tone as she patted Gwen's hand. "Don't let their stares bother you. We were _all _scared and don't let anyone tell you different. You're not the only one who needs a new pair of pants."

"What…?" Gwen asked as she finally looked up from the green slime, and her face started to burn as the words sank in. God, everyone in that room must have thought… "I didn't! I didn't! This is just… Stinkfly - !"

Why?

"I'm sure, honey," the woman nodded and smiled even as she wrinkled her nose again. Then she opened the door for the little bathroom and all but pushed Gwen in. "We were taking clothing donations and I'm sure I can find a nice dress for you. Just…"

"I didn't," Gwen whispered one more time as the woman turned on the light and closed the door. She stood there and stared at her hand as the spit cooled. She didn't say a word, not even when the woman knocked. All those _people. _

She a hero! She wasn't a baby, she didn't…

How _could _he?

A part of Gwen wanted to cry, the rest of her just glared at the spit even as the lights started to flicker. She kept glaring until someone knocked, and even then she stopped for just long enough to turn her head and shout, "I'm fine!" She was proud that the words didn't come out as the shriek that she could almost taste building up in her chest, and then the woman had to _ruin _it by knocking again. "I'm - " she started and caught herself right in time. "She just trying to help," she told herself because the woman wasn't the one who she should be yelling at.

And it wasn't _her _neck that Gwen wanted to wring. Ben was a _doofus _and he'd never grow up and she didn't know why… .

The bulb burned bright and she somehow caught herself before it popped. She somehow took the breath she needed to let the mana surge and pass before she reached for the doorknob. "I'm fine. I'm fine. Just leave - " she started as she pulled open the door just a crack as she made herself smile like she should.

Then the words turned into taffy in her mouth when she saw who was on the other side.

"I'm sorry I _laughed," _Ben said and he had the biggest smirk on his face as he did it.

Gwen just stared. She didn't even see the pants he was holding until he tried to shove them through the door at her. "You're - ?"

"Sorry I laughed," he repeated. "So we're good now, right? Great. Come on, Grandpa's - "

"Good?"

The doofus had the _nerve _to roll his eyes at her as he turned back. "Yeah. We're _even _now, so come on! Get changed and let's get out of here and do something fun!"

"Even? _Even?" _Gwen wanted to shriek the word at him, but it came out icy cold instead as she slammed the door in his face just so she wouldn't punch him. Even? Even for what? She didn't _do _anything!

"Come on, Dweeb," Ben said, and she could tell he wasn't smiling now just from how soft his knock was at the door. "It's over. You got me at the Garden, I got you here. We're even now."

He wasn't smiling, but she was. She was even as she dried her eyes and glared at the door. He did this just because she _laughed? _She shoved it all down and forced her mom's smile on her face as she opened the door, "Okay, Ben. You're right. We're _even." _

And with that she marched right by him.

"What?" she heard him say behind her, and then there was the slap of his big dumb feet as he ran to catch up. She was at the end of the hall before he did, and that was when he shoved the white capris at her as he all but shouted, "Here! Don't you want to - ?"

"I need a shower, Ben." Gwen shivered as she said that because the spit had soaked through her jeans while she was standing there and she could feel the cold wet go all the way down the back of her legs to her knees.

As much as she wanted to clean up and enjoy the way Ben just stood there with his mouth wide open as he stared at her, she still froze when she shoved the door open and everyone in the nave turned and stared again.

Even _Grandpa. _

"Come on, Dweeb, you made your point," Ben hissed the whisper into her ear from behind her as he touched her elbow. "Just - "

"I'm not letting you ruin _two _pairs of my pants," Gwen said under her breath as she slapped a smile on her face and met everyone's eyes just like her mor always taught her to and took that first step.

"I didn't!" Ben protested as he followed her out. "It's just Stinkfly spit, it's not like I - "

"Don't worry, Ben, we're _even," _Gwen said and she marched into the room before he could say anything else. She made her smile into a grin as she walked by them to the front door and she heard the gasps start behind her as everyone _saw _what the doofus did to her again.

Good.

Even Grandpa gasped and he never did that. Her smile got a little less fake as he came running up with his hands already unbuttoning his Hawaiian shirt. "Are you okay? What happened?" he asked, worry in his eyes and the shirt in his hands as he tried to pass it over.

"Ben," was the only thing that she said as she walked right by the man as he stood there in his undershirt and went right out the door. It was the only thing that she needed to say.

It was all Grandpa needed to say, too, and Gwen almost screamed when the jerk shouted, "What? I was just getting her back!"

Almost, but she heard Grandpa sigh and quote as they hurried after her, "You should be careful, Ben. Wizards are subtle and quick to anger."

Gwen grinned at that even though she could still feel every eye in the church on her, and when the doofus snorted and grumbled, "Please. I can handle the dweeb."

When she heard that she almost cackled as she reached for the door handle. She'd show _him. _

\- o - o - o - o - o -

_Ridge Park Square Mall_

_Cleveland, Ohio  
_

_1:25 pm, June 29, 1999_

" - thought that you two were getting along better than this," Grandpa said as he poured melted butter onto the huge bag of popcorn that he'd bought.

"We are!" Gwen said with a happy chirp as she picked up the tray with their drinks.

"I know that he crossed the line yesterday, Pumpkin, but - "

"It was just some Stinkfly goop," Gwen said and it should have been hard to keep the grin off of her face, but it so wasn't. Not when she could see the doofus right over there talking to a bunch of other idiot boys who were all standing in the corner and wearing fake swords behind their backs. "It'll wash right out, Grandpa. I'm not worried about it."

Grandpa just looked at her. "He said he was sorry. And he's going to do your chores for the next couple of days."

"I know!" Gwen said with another happy chirp. _Because you __**made**_ _him_ were the words she left out as she walked and felt the comforting edge of the book in her pocket.

Grandpa heard them anyway. "Please, Pumpkin. Just let it go. You were worried about him a couple of days ago…"

She was an _idiot _a couple of days ago. "I'm just glad he's feeling better, Grandpa! We got the snacks, Ben! Are you ready?"

Ben looked at he and she didn't know what hurt worse, the fact that he was grinning as he talked to his friends or the way it flickered when he looked at her. Not that it _mattered._

"Who are your new friends, Ben?" Grandpa asked when the King of the Dorks finally came running over.

"They're the local Sumo Slammers club, Grandpa!" Ben said and he sounded so excited, but it didn't touch the scowl on his face as he stopped in front of her. She sucked in a breath as she braced herself. Or she thought she did, anyway, but nothing could have gotten her ready for his sigh as he pulled the tray of drinks from her hands. "I got this, Dweeb."

Gwen looked at him in surprise before she brushed her hand through her hair and gave him a little smile. "You _can _be civilized. Who knew?"

"'Course I can. I just don't wanna," Ben said with a smirk that almost sent her scrambling for the tray, but he didn't drop it or try to shove the tray back at her. No, he just turned to Grandpa and added, "The guys said that there's a comic book store on the other side of the mall that's packed with Sumo and they're all hitting it after the movie! Can we go?"

"It's up to Gwen."

Which explained him taking the drinks. She _knew _that he wasn't sorry. She brushed her fingers over the book in her pocket as she sighed and shrugged. "I _guess." _

"Yes!" Ben said as he started to turn and run. "I got some stuff in the Rustbucket I can trade and - !"

Only to stop when Grandpa caught his shoulder. "After the movie, Ben."

"I was just gonna tell - !"

"You heard Grandpa," Gwen said with a shake of her head and Ben sighed. Not for long, though, his face lit up as he grinned at the boys, who all shot thumbs up at him and cheered. That was what poked at her as they headed down the hall to their theater and made her ask, "How do you even know them? Do you talk to them online?"

God, she hoped so. That would just make this sweeter.

Ben blinked at her like he had a second head. "Those are all _your _friends, Dweeb," he said with a laugh, but it wasn't a mean one. Just confused. She knew the difference.

She thought she did, anyway, but she looked back at the boys with the swords as they swung them at each other because they were _boys _and _dumb _and tried to figure out. They acted like Ben was their best friend already and they just _met? _"Then how - ?"

Ben looked over, too, for a second before his eyes settled on hers and he just shrugged. "I went over and talked to them. It's not hard."

"I didn't say it was!" Gwen sniffed as she swiped her soda off of the tray and took a sip just so she had an excuse not to say anything more as she tried…

She _never _understood how Ben and Grandpa could just go over and talk to people. Every time she tried it ended up in a mess of words that left her feeling even worse than she did before. Sure, it blew up in Ben's face sometimes - and once in everyone else's face, too - but…

But it must be nice.

"You _think_ too much," Ben said from out of nowhere and his voice cut right through the words in her head.

"I do not!" Gwen shouted at him. "And you don't even - !"

"Like I don't know when you're thinking," Ben scoffed into his own soda as he looked at her. "You get that little wrinkle right between your eyes and - "

Gwen shoved a soda chilled hand on her forehead and she _almost _went running for the bathroom and the mirrors in it. Almost. "I do not! Grandpa!"

"Ben…" Grandpa sighed as he pulled open the theater door.

"I'm just - !" Ben started and then he glared at his soda even as he blew bubbles into it with his straw as he rushed through. He didn't say another word as they hurried to their seats, the ones right back against the wall, and she almost thought that he'd given up on being a doofus until he started to sit and added, "You do. That's your problem, that's _always _been your problem," he muttered as he sat down.

"Like I'm going to listen to you!" Gwen muttered as she sank into the seat next to him because she _had _to, because Grandpa was still trying to make them _talk_ and glared down at her cup instead. "You don't think at _all." _

"Then don't. What do I care?" Ben muttered as he stabbed at the ice in his with his straw. "But _I _have friends."

"Ben!" Grandpa said, the warning clear in his voice. "Both of you, just stop!"

"We're _fine, _Grandpa," Gwen muttered as she gave the doofus one last glare before the lights went dim and she could finally let her smirk out. She touched the book in her pocket again and started to say the old words as all the explosions in the first trailer stole the doofus's attention.

Well, _she_ was fine. Soon she'd be even _better. _

The spell wasn't even that hard, she just never saw the need for it before today. She finished it before the the words **Three Kings **even faded from the screen. She felt the soft shift in the mana around them and she waited for Ben to jump, but he didn't. He just scratched at his shirt for a second as he gave her a look, but she pretended that she was taking another drink so she couldn't grin as she watched him out of the corner of her eye.

And then she forgot all about him as the bright colors filled the screen and a voice boomed down at them from the speakers set in the wall. " -_ifer_ _Nocturne_ is _Lauren Spade, the world's greatest scientist-detective! And this August she faces her biggest challenge yet in the Cat's Meow at World's End!" _

Gwen's hand didn't make it over her mouth in time and she _saw _people turn and look at her as her excited squeal filled the theater, but she _so _didn't care. Not when she saw the same symbol that was on all her best shirts fill the screen. "I forgot all about it!" she whispered and she tried so hard to remember that she was a lady and -

"_Twenty four hours, Chief? A girl can get a lot done in twenty four hours." _

_\- _and she didn't _care. _About being a lady or anything else as she grabbed for her the hand rests of her seat and _bounced_ as she just stared with her mouth wide because...

"She's even cooler than she is in the books," Gwen whispered when the trailer finally ended with thugs kicking open a door and emptying machine guns into the lab she'd only ever read about. Beakers and computers exploded just inches behind a dark haired woman, who ignored them all as she ran and jumped through a window in an explosion of glass with her white lab coat billowing behind her. Gwen squeezed the hand rests even harder as the camera zoomed in on the woman's black catsuit and the familiar logo splashed across it before the theater went dark.

Gwen was moving the second the theater went dark. "Grandpa! Gran - " She barely got the first syllable out because she'd forgotten that she was sitting next to the doofus until she saw him staring at her. "Ben?" He kept on staring even as something else exploded on the screen and the fire caught in his eyes and she realized just how _huge _they were.

And that was when she realized felt something twitch under the hand she still had wrapped around the hand rest between them. The one she could see he was reaching for, too, and she felt something warm under her palm as her forearm brushed the cool alien metal of the Omnitrix and...

And she was holding…

Gwen yanked her hand back as her face burned hot enough that she was amazed that it didn't glow. "Shut up!"

Ben's laugh sounded just as weird as he yanked his hand away, too, and bolted the other way. She still felt his eyes on her when he finally squeaked out, "I guess I know what we're seeing in August, Grandpa."

That finally earned another sighed, "Ben," out of Grandpa, but it wasn't enough.

"Shut up!" Gwen repeated as she tried to wipe his germs off on the seat next to her and she saw him do the same thing in the dark like _she _was the gross one.

Jerk.

"Shut up!" Gwen repeated for the third time like the words were a spell even though Ben didn't do anything but grin at her.

If they were, then it didn't work. The little freak jumped in his seat and his eyes looked at everything but her as he whispered, "The show is for nerds, but - "

"It is not! Just because it was animated doesn't mean it's for babies! And the books are _so_ much better anyway and that's what they were basing the movie on!" Gwen bounced in her seat again as the words tumbled out of her. "The mysteries are always hard and I've spent whole _nights _up trying to - !" Gwen bit down on the rest of the words as she felt her flush burn hotter and her eyes went to her lap.

He already thought that she was a dweeb. She didn't have to prove it by admitting that she always read and re-read the books before the big reveal just so she could solve them first. She even usually could, but she never did it with the same style. Babies? She'd be _lucky_ if she grew up half as clever as the Cat's Meow! She tried to tell him _all _of that before she remembered all the other times she tried, with her parents and Grandpa and the kids at school, not that _any_ of them ever got it and she didn't even know why -

Besides, it was _Ben. _He'd never…

"Like I said, _nerds." _Ben sneered at the word just like she _knew _he would and she slumped in her seat. So she almost missed his shrug and his muttered. "But you hate Sumo, too, so…"

"No, I - " Gwen started, the words and the denial automatic because he _couldn't _mean what it sounded like he was saying and she waited for the punchline.

Which never came.

"You so do, but you got Grandpa to bring us here, so _I guess_ we can see your movie, too. It'll be lame, but I can catch a nap if it's too _educational," _Ben said each word like they hurt, except for the last which he gagged on, but he said them and for just a second she almost….

He wasn't teasing her? He really would go see her movie, too? Gwen swallowed hard as her eyes went down to his shirt, not that she could really see it in the dark, but she didn't have to. She _knew _what she did. And she knew how to undo it. "Ben! I - "

Not that he _listened. _"So just watch the movie and _try _not to have another accident. I don't wanna miss a second of Sumo just because _you_ have to clean up."

Gwen's smile died at that and the evil little grin she could hear in his voice and a smirk took its place as she leaned back in her seat and got comfy. "Pass the popcorn, Grandpa. I think that this is going to _rock."_

\- o - o - o - o - o -

Which was more than Gwen could say about the movie. It wasn't _bad, _but…

But she wished that she'd seen the same movie Ben did, because that one seemed amazing. He didn't sit still for _any _of it, and he grabbed her hand like three times without even realizing it. She should have said _something - _she should have thrown a _fit _because _ewww - _but she didn't. She didn't _need _to.

She just had to hide her grin as the movie ended and the doofus bounced to his feet and spun right to her. "That was _amazing! _Did you see that last fight?! Sensei would have loved it! And the guy that they picked to play Ishiyama? He looked exactly like he does in the game!"

Gwen hummed in thought. "I don't know, I think the one we met was cooler."

"Well, duh," Ben said as he threw his head back like she'd just punched him. Then he bounced right back before she could even sigh or shake her head. "Of course he was! He was the real thing! But that guy did a good job. What did you think, Grandpa?"

Grandpa jumped in his seat and gave them both a look before he yawned and stretched. "It didn't have much of a plot."

"There was!" Gwen said with a barely hidden laugh. A laugh that was only one of the reasons she was hiding behind her hand. She had a feeling that her grin was bright enough that the people in the front row would have seen it if they looked back and she _so _wasn't giving away the game now. "It was in all the parts you slept through."

"Well, they should have thought of that," Grandpa said as he yawned again and started to stand up.

"They did!" Gwen said as she followed the two of them out the aisle and to the door in the back. "You didn't miss _much." _

Ben's gasp filled the whole theater, and he threw his arms wide as he spun around on them. "You're both crazy!" he yelled at them as he walked backwards because he could never stand still. "That was - " he started, and she was sure that he had a whole rant ready for them both.

A rant that died when she stepped into the light and he saw her smirk. His grin died right with it, and he started to look around as he frowned. "What?"

He looked everywhere but _down._ He might not have ever done it if the janitor waiting next to the door didn't snort and drop the broom in his hands. "_Dude! _What the hell are you _wearing?!" _the teenager asked before he burst out laughing. The words and the noise got _everyone's _attention.

Just like she hoped.

"What?" Ben asked as he went red as they all burst out laughing and it only made things better because he didn't even know. Not until he finally looked down, anyway, and his gasp was better than any magic. It was even better than the spell that turned everything he was wearing into the brightest neon pink that she could imagine.

_Everything. _Even the Watch looked a little bit pinker.

"Nice clothes, dude," the janitor said as Ben's head shot up and he glared right at Gwen, and then at someone over her shoulder. She turned and laughed all the harder when she saw the boys with the swords standing right behind Grandpa and gaping at the doofus.

"What did _you - " _she heard the horror in Ben's voice as he said those words and she spun back around as she kicked herself for missing the look on his face when he _realized _because he was already looking back up. No, he was _glaring _at her with a face almost as red as she'd ever seen it as he stood there shaking as he growled, "Fix it!"

Gwen grinned at him and tilted her head to the side. "Fix what, Ben?" she asked, sweetly, "Is something wrong?"

"Proud of you, little dude!" someone shouted in the crowd around them and _everyone _laughed.

Everyone but the two of them. Ben's whole body went tense as he leaned toward her and glared. "Fix - !"

But she was already running and she just ran faster as Ben _screamed. _She kept running and laughing even as Grandpa called out after them and she didn't stop. She didn't dare, not as long as she could hear the doofus just a few steps behind.

As he chased _her _for a change! She was just glad that she was always just a little faster than he was.

Gwen burst through the doors at the front of the theater and into the crowd gathered outside. It took everything that she'd learned from being a hero over the last year to slip over, around and through everything that was in her way. Her hands shaped the mana and she was a word away from conjuring up her flying platform if she even saw a _hint _of green light flashing behind her, but it never came.

So she just ran as more people called out and laughed behind them until they burst into the parking lot and she finally saw the Rust Bucket up ahead of them. Somehow she managed to run a little bit faster, somehow she reached the side door that she'd left unlocked on purpose first. Somehow she got inside.

Somehow she even got the side door closed and locked, but that was when her luck ran out. She couldn't get around the passenger seat before Ben yanked open and jumped inside. "Why - ?" he screamed at her as he jumped inside and she took a step back because the shrimp should have looked ridiculous as he climbed over the seat to get to her, but he so didn't.

Not with _that _look in his green eyes. That look and something else, something that she didn't…

"Why what, Ben? Is something wrong?" Gwen asked with her sweetest smile.

"You - you - !"

"I know!" Gwen said as she bounced on her toes because she couldn't _resist. _"You're mad because I didn't say how _cute _you look today! Well, you do, Ben! We should take a picture! Mom will be thrilled that _one _of us looks good in pink!" She reached for her phone and forgot all about it in the same motion as Ben just grabbed his hair and _screamed_. He screamed for so long and so loud that her ears hurt even with her hands clamped over them. "Ben!"

Then he stopped just like that and his chest heaved as he let his hands drop. Hands that clasped and released as he stared at her like he just wanted to grab her and -

\- and then his eyes went wide before they darted away as his cheeks turned even redder. Then his lips moved, but he didn't say anything even though the words were right there, but he couldn't get them out no matter how much she wished he could just so she could start insulting him right back.

But none of the thousands of insults he had for her ever made it out of his mouth. He just screamed and her stomach twisted with guilt because he'd never been _that _mad at her before. Not even when they were seven.

"Now we're _even," _she repeated and it should have been a growl, but it just came out so soft that she barely heard it over her pounding heart.

Those were the words that made him shake his head and stomp by her without saying a word, but he not before he gave her a look that she'd seen before.

It was the same look he had in his eyes the first time that she tried to explain pre-algebra to him. A look that said she was just as alien as that math was and way more alien than the thing he had attached to his wrist. It was a look that screamed that the world betrayed him just by letting her _exist, _that she was a problem he'd _never _understand and that _hurt. _

It hurt so much that Gwen almost said that she was sorry as she followed after him. Not that he _cared. _He just stomped to the back of the Rust Bucket as his hands found the hem of his shirt and she _froze _as he yanked it off.

Froze and _stared. _

Right up until the pink thing hit her in the face. She caught the shirt out of reflex and giggled with glee as she hugged it to her chest and hid the butterflies that filled her stomach. "Thanks, Ben! This will be a great souvenir! Sumo was _awesome._"

The doofus turned so red at that she was sure that the spell was going wrong even as he spun back around and _ran_. Then he yanked the curtain closed and she sucked in a lung full of air. The guilt came with the air, and it was what made her follow after him with the counter spell on her lips.

She only made it a few steps before he let out a strangled cry of, "You even zapped my _underwear?!" _

_That _was too much. Gwen felt her face flush even as she collapsed into the dining booth and both of her hands couldn't hide the laugh that tore out of her. She couldn't even _imagine,_ but at least it was over.

\- o - o - o - o - o -

_Inside the Rustbucket_

_Indiana Dunes State Park__  
_

_9:37 am, July 2, 1999_

It wasn't over. The plastic spider that Gwen woke up to the next morning proved _that. _

To her and everyone else at the camping site after she saw it. Not that she thought for a _second _that that was Ben's big prank. No, that was just his way of telling her that she hadn't won a _thing. _

After that…

Three more days and as many states went by and he didn't _stop, _so she couldn't. She couldn't let the doofus win. No matter what.

That was how she ended up staring at the bottom of his bunk as she tried to find a comfortable spot on hers. It used to be easy, but she had her laptop pressed between her back and the couch's, her journal and spellbook under her pillow, and every bit of clothing that she owned stuffed under the sheets with her so she was twisted a dozen different ways just to lie down.

There was nothing comfortable about it and she was sure that she'd never be able to fall asleep, but she did. She never thought that she'd jerk awake like they did in movies, but she did that, too, as her heart hammered and her eyes darted around for his next trap. "You're not gonna get - !" She shouted as she woke up, but she didn't see a thing that didn't belong.

Which _so _didn't make her feel any better.

Grandpa didn't answer. Neither did the doofus. _That_ made her heart pound harder as she listened as hard as she could, but she still didn't hear a thing except for the hum of the air conditioner. Gwen let her foot drop to the carpet - but only after she checked the ground with her eyes and a spell to make sure that it was as clean as it looked - as she called out, "Grandpa?"

Who didn't answer. She shot a look at Ben's bunk and got her first odd sight. Not of the dozen Dittos ready to pounce at her _again, _but of the bare mattress and pillow that made her realize what was missing from the floor.

There wasn't any of the doofus's dirty clothes dumped on it. There wasn't even a single sock, and he just tossed those _everywhere. _"He'd knocked me into a parallel universe!" Gwen whispered to herself and her laugh was only a little manic. One where the doofus cleaned up after himself and wasn't mad at her and…

And it _so _wasn't the craziest thing that they'd done. What if he _had_? "Nope, back to reality, Gwen," she muttered to herself even as she shivered and looked around. The doofus wouldn't not even if he was being a stubborn jerk, but that didn't mean…

She'd been up for almost a minute and he hadn't said a _word _and neither had _Grandpa. _There wasn't any way that they'd both stay quiet. Not unless something was _wrong. _

_That _thought sent her heart pounding as she ran up front. "Grandpa? Ben?!" She shouted over and over again as she shoved the curtain open and looked for _anyone. _Grandpa had all the blinds up on the other side and she could see the line of trees through the window over the dining booth and there was a huge tree there that looked perfect for climbing and a lake that looked even better for swimming in, but that didn't mean…

Her eyes went right for the shore line as she looked for the muddy tracks coming out of it. God, only _Ben _could find two lake monsters…

But there wasn't anything there but a couple of joggers who were running on along the shore and neither of them looked even a little freaked out. They disappeared into the woods before she even thought about calling for them and there weren't any other neighbors around. Grandpa made sure of that before they stopped last night.

He _had _to after the cops came yesterday. It wasn't her fault that Ben screamed that loud. Well, it _was, _but...

Which _so _didn't help now. "Doofus! This isn't _funny!" _Gwen shouted as she ran for the big side window so she could see if something had happened. If she'd slept through it when Ben got abducted by aliens _again, _"Grandpa?!" she called out at first, and then she screamed his name as the man stepped through the side door.

"Pumpkin? What happened? What's wrong?" Grandpa asked and he didn't sound as much worried as confused as she launched herself at him. Confused and exhausted as he sighed into the top of her head. "What did Ben do _now_?"

"Nothing," Gwen admitted into his shirt as she hugged him harder. "You… you were just both gone and I - " she thought it happened _again._ That something took them and…

"We're okay, Pumpkin," Grandpa said with something that almost sounded like a chuckle. It used to be one. He used to hug her, too, but he didn't. He didn't even _touch _her. She didn't see why until she finally let go and saw his hands and the grease all over them.

"Don't worry, I didn't get any on you," Grandpa said with a real smile this time as he pulled a rag out of his pocket and scrubbed his hands like she _cared, _like some engine grease would be the grossest thing she'd had on her over the last few days. "I just wanted to take a look at the engine while it was nice out and I guess… Well, I'm almost done. I just have to finish closing it all up."

"It's okay," Gwen said as she made herself smile. It was harder than it should have been, and almost impossible until she finally hugged herself and looked back out the window. "And where's the doofus? Not that I care or anything, but…" If he was planning something, she wanted to know.

Grandpa Max shrugged. "There's a laundromat just around the corner. I saw it when we drove by last night and he's on laundry duty for the rest of the month, so…"

Gwen made a face as she looked back at her bunk and she didn't even _try _to hide it. "The freak didn't _touch _any of my stuff, did he?" she asked as spun around.

"No. I made sure," Grandpa said. He should have laughed at that, but he didn't. Grandpa wasn't laughing much lately and she missed it. Just not as much as… "And you have trash duty. There's a dumpster there, too."

"I have to carry it that far?" Gwen asked in horror as she spun around. "That's Ben's - " she started to say before Grandpa gave her a look and she bit down on the rest of the sentence.

"It _was," _the man said as the smile left his face. "Until you deleted all the saved games that he had on his Gamestation."

"I didn't!" Gwen shouted as she shoved away from the man so he couldn't see her grin. God, the scream he let out when he realized was _sweet _even if it did bring cops to the door ten minutes later. "I just switched out the memory sticks! And I only did it because - !"

"And that's why he's doing the laundry, Gwen." Grandpa sighed again as his shoulders slumped and she knew that if his hand wasn't covered in grease it would be in his hair. "How much longer is this going to go on, Gwen?"

"Ask _him _that. He's the one who won't stop!" Gwen shouted and stomped her foot.

"I did," Grandpa said, and the look he gave her almost made her drop her eyes. Then he just shook his head and turned around. "Funny. He said the same thing about _you. _Get the trash together. I want it done so hopefully the three of us can have _some _fun today."

Ben said it was _her _fault? Of course he - "Wait, Ben's not here?" she asked as her eyes lit up. "So he can't turn the water off again if I get a shower? Please, Grandpa? I'll take the trash out later! And do my own laundry! I promise!" she asked and she bounced on her toes.

"Sure, Pumpkin," Grandpa said with another shake of his head. "Just make it quick. I'm going to finish up on the engine."

"K!" she shouted as she spun and ran. It would take Ben forever to do the laundry. It always did. She could take a real shower! She almost giggled as she grabbed up a change of clothes and what was almost the last towel left and darted for the bathroom. She left the clothes in a pile on the sink by their toothbrushes and the cup there. Then threw the towel over the curtain rod before she yanked it closed and just enjoyed the hot - well, warmish - water.

It was never much of a shower. There was barely enough water pressure to get her wet, much less hide her sniffle as she shoved her face under the water so no one would see the tears she finally let out now that it was _safe. _

That they were.

After that, the only thing that slowed her down at all was the minute she spent studying her shampoo just to be sure Ben hadn't messed with it _again. _One day with bright green hair was enough. Then she just enjoyed the hot water and the peace and quiet.

Or she did, until she was just finished washing the shampoo out when she heard something click on the other side of the curtain and she froze. It was so low that she almost told herself she was imagining it, but she lived her life and she _knew _better.

That was why she screamed even before she opened her eyes and saw a huge shadow on the thick blue shower curtain. Then the scream turned into a shrieked, "Who's there?!" As violet light filled the shower.

"Shit!" she heard a raspy voice shout almost as loud as she had and the shadow _moved_. Then she shrieked again as a huge dark blue and black wing shot through the curtain and her and the wall behind her and another smaller one went through her calves.

The shock of it made jump back until she was pressed against the cheap plastic tile even though she didn't feel a thing, and it disappeared when she realized where she saw that wing before. "Ben?" she asked in horror even though she could barely see the shape of _him _through the curtain.

"Stupid wings!" He shouted even as he threw them wide and _ran_.

"You doofus! We'll see how tough Big Chill is when I'm - " she started screaming at him and she didn't stop until he phased through the side of the Rustbucket and disappeared.

But not before he grabbed her towel off of the shower rod.

She stared at where it was for just a second before she turned off the water and yanked the curtain open. It only took her a second to realize what he was doing when she saw what was missing, which was everything. Her pajamas, her jeans, the purple Cat's Meow top she was going to change into and everything else. She almost slipped on the floor as she rushed for the door that Big Chill just disappeared through as the magic danced around her hands and the water dripped from her hair.

Only modesty kept her from yanking the door open, modesty and the full body blush she felt burning at the _idea _that the mutant _bug _and the alien thing he turned into had been in the bathroom with her, that he'd almost seen…

Grandpa!" she started to shout as she opened the door just a crack, just enough that she _knew _that Ben was long gone, not that it stopped her. It didn't stop Grandpa either. He must have heard her screams before, because she heard him yank open the side door a second later and come rushing in.

"What happ - ?" Grandpa started.

"The little _freak _was in here and he stole all of my clothes!" Gwen screamed at the man before he could _even _start. "I'm going to kill him!"

"Gwen," Grandpa sighed as his now almost clean hands found the bridge of his nose and squeezed. "Give me a second to get you something to wear and we'll _talk _about - "

She didn't let him finish that either. She just let out a wordless shriek as she slammed the door shut and… and… "I'm going to kill him," she repeated and it felt so good that she said it again in a whisper as she let her forehead fall against the door even as she sniffled and shivered.

God, she _thought _that they were _friends_ now and he…

She really was _stupid. _

Then she froze when she heard Grandpa Max's muttered, "What did that boy - ?" cut right through the door. That and the sounds of him opening one drawer after another and then slamming them shut.

Gwen shook her head as she did what she did best. She pointed out the _obvious. _"Everything's on my bunk, Grandpa!" she called out. She felt so stupid doing it last night, but right now…

The man was so quiet for just a second, and then he slammed another drawer. "No, it isn't."

"What do you - ?" she asked as she wondered how her Grandpa could have missed the _pile _she'd left behind. "I just _saw - " _

"Nothing's _there, _Gwen! He took it all!"

Gwen felt her hands tighten into fists even as purple lightning sparked off of them. "That little… Then give me a sheet! I know how to make one into a toga!" That was still one of her favorite afternoons, when her mom showed her how to make one for a laugh after they watched a documentary about Rome and did the laundry together. The only thing better than the way her mom grinned as they folded up the sheets was the look on her daddy's face when he came home and saw the two of them dressed like that.

This time it wouldn't be just for fun, but a toga seemed fitting for what she was planning on doing to the doofus the second she got out of that bathroom…

"Ben took that, too, Gwen!" Grandpa bit out. "He took everything! He took all of your clothes, and mine and his and all the sheets and towels! He took everything! I swear if that boy put even half as much effort into school that he did these stupid pranks..." Grandpa slammed that drawer shut, too, and he did it hard enough that Gwen was sure she felt the Rust Bucket rock. Then he came stomping back and there was a knock on the door. "Here, it's all that's left."

Gwen's hope didn't even have time to flare before it died out as Grandpa shoved the red Hawaiian shirt he'd just been wearing through the crack she'd opened in the door. Gwen couldn't help the face she made as she took it, or keep her hands from shaking as she put it on and looked at herself in the mirror. The shirt was so huge that it slipped off of her left shoulder before she even had it pulled all the way down and as bad as it looked on Grandpa…

"Does it fit?" Grandpa asked through the door.

Gwen shuddered as she looked down at it. The _only _good thing was that it hung down past her knees. "It looks like I'm wearing a muumuu!" she groaned even as she wished that it looked even _that _nice, but it was _something. _Enough that she could yank open the door and only _mostly _die for the humiliation as she declared, "I'm going to - "

"I know," Grandpa said as he stood there in his white undershirt and trousers and for once he sounded just as mad as she was. It was about _time. _"But first we have to - "

And then he stopped and it only took her a second to figure out why. The windows were open and she could hear someone outside _laughing. _"Ben," she growled as she ran for the side door. There wasn't anyone there, but the laughing wouldn't stop. She ran as she followed it around the Rust Bucket as the grass tickled at her bare feet and a hot wind pulled at her hair. "Ben! I'm going to - !"

She started and stopped when she saw the couple standing down on the beach with their hands over their mouths as they looked up at the tree that the Rust Bucket was parked under.

Gwen felt her breath catch and her heart stop as she looked up, too, but she didn't see a thing. Not until she walked around and saw...

"Ben!" Gwen gasped as she stared up at the tree branches that he'd _covered _with her clothes. _All _of her clothes; her jeans, her capris, every blouse. They were all hung up there like it was Christmas with her socks and underwear mixed in like they were ribbons and her sneakers had their strings tied together like bells. Her purple one piece bathing suit was up there next to her school uniform, and the skirt caught the same breeze that the dress that her mom _insisted _she pack just in case did even though they were on different branches.

He'd even found the sports bras that she had to wear for school and gymnastics that she _hated. _Both because they were so tight that they made her look even more like the baby Marci said she was and because they just made her ache _more _and it so wasn't _fair_. She could have _killed _her mom when she found them packed in her drawer.

It wasn't like she even _needed _them. She never wore one when she was out heroing because…

Because it felt _wrong _putting one on when Ben was waiting outside her window or with his back to her as she got changed even though she couldn't figure out _why. _Seeing them now, seeing the plain black and white bras up against the green leaves and knowing that the _doofus _had found them and _touched _them with his grimy hands should have been the worst part.

It wasn't.

The sight that made her cover her mouth with both hands was what the doofus place at the very top of the tree like it was the Christmas angel. It was the powder blue training bra that she'd gotten just weeks ago, the one that she'd had to beg her mother to buy her and she brought on the trip with her because it was too pretty for her to just leave behind even though she hadn't worn it _anywhere _yet. She'd kept it hidden at the bottom of her drawer for all this time with the sports bras just because Ben didn't need more reasons to tease her, and because…

Gwen's vision blurred as she stared up at it and the little blue lace flowers that it was trimmed with. The whole thing felt so soft when she touched it and made her feel so mature when she first tried it on. It was the one thing that no one else was ever supposed to see. The one thing that was just _hers. _

Now everyone saw it.

She must have made some noise because the couple down on the beach behind her stopped laughing. She heard them start to run as her hands started to shake.

She should have felt better when Grandpa came running up to her, and maybe she did. Then he looked up and sighed. That noise was the worst part of all. That was what made her stare down at her feet as he said, "I don't suppose that you're going to be the mature one and - "

Purple lightning kissed the ground around them.

"Fine. I'll get the ladder," he said and all the joking left his voice as she felt his eyes on her. "It'll give me time to think of some more punishments and for you to _calm down_. It was just a joke, Gwen."

"Yeah," Gwen whispered as she wrapped her arms around her middle and kept glaring down at her feet. "Real _funny." _

\- o - o - o - o - o -

"What happened?!"

Gwen's face burned when she heard someone call out those words _again _just as she was pulling on her jeans. She tried so hard not to squirm or blush or duck her head as she did it, and she _almost _made it this time.

Five seconds! That's all she needed! Five seconds without any joggers or people watching them from the boats so she could conjure up her platform and get _everything _down instead of standing there as everyone _stared _while Grandpa used his ladder and a long stick.

Five seconds and then she could just go _hide. _

Not that she would give the _jerk _the satisfaction. So she stayed here and pulled on clothes as soon as Grandpa got them and glared at anyone who came by. She yanked up her jeans so she could do just that with _some _dignity even as she thanked whoever was listening that whoever was st _now _hadn't shown up a minute earlier.

Jeans were bad enough, but if they saw her pulling on her underwear…

"Just kids being - " Grandpa said for her as she flushed at the thought before his words caught. His next ones didn't, and they rumbled like thunder. 'You are in so much trouble, young man."

"For what?!" Ben shouted back as Gwen sucked in a breath and spun around on her still bare feet just in time to see him drop the two heavy laundry bags he was lugging around. He didn't look at her at all, though, he just glared up at Grandpa as he charged forward. "I wasn't even - !"

It was just too much. Hearing him ask that, sound like that, like he didn't _know. _Like she wasn't staring at the half full basket of clothes that Grandpa had rescued since she _couldn't. _Not while it was daylight, not while _anyone _could come up and see…

Like they weren't seeing everything anyway.

"Don't even!" Gwen growled as her hands went to shaking fists.

The doofus had been marching over with his stupid eyes locked on the tree, but for once his brain must have woken up because he froze the second he heard her voice. He was smart enough that he stopped everything but his _mouth_ as he kept staring up like he didn't _know. _"Don't even _what?"_

"You know what, Ben!" Grandpa said as he made his way down the ladder with another armful of her clothes. "What on Earth possessed you - ?"

"I didn't _do _anything! I was doing _laundry, _not - " Ben shouted as he waved his hand up at the tree even as he finally let his eyes drop down. She must have looked every bit as ridiculous as she felt because that was when he finally broke and sneered. "Nice dress, Dweeb."

He didn't say anything after that. Gwen didn't give him a chance. She threw her arms out and cried, "_**Undas facias!" **_Her voice was still echoing as a wave of water exploded out of the lake, one that she didn't bother to shape or tame before she twisted her hands and launched it at the doofus like the wild wave that it was. It launched itself across the thirty feet of grass and hit him hard enough that it knocked him off of his feet and the grin right off of his face.

Ben shot back up to his feet, sputtering and glaring as his eyes went right to hers. His fist went for the Watch as she called up more mana until the air around her hands burned violet.

They both set their feet and -

And that was as far as they got before a voice ripped through the air. "_Benjamin Kirby Tennyson! Gwendolyn Rose! _Don't you even _think _about it!" Grandpa shouted, his voice and face furious for the first time ever and they both froze and turned to him.

Grandpa. Grandpa was _shouting. _Grandpa was _mad_. He never…

The man's face was a storm cloud over a white undershirt as he glared down at them both as he all but jumped off of the ladder. "Get over here, Ben."

"But - !"

"Now!" Grandpa shouted again the second his feet were on the ground. Gwen never saw Ben move so fast as he dropped his hand away from the Omnitrix. He looked so scared that she couldn't help grinning, "And wipe that smirk off your face _right now_, young lady!"

"But!" Gwen tried to say and spin when a huge hand clamped on her shoulder and held her in place. Ben froze then and it didn't help. Not when Grandpa marched over and pushed her in front of him until they were only feet apart. Gwen should have laughed at the look on Ben's face.

She might have, if she wasn't sure that she had the same one on hers.

"I've had _enough_," Grandpa said, his voice lower but it still sounded like a thunderstorm. "I've had enough of watching you two snipe at each other! I've had enough of hoping that _one _of you would grow up and I can't believe… You used _magic _on Ben? You were going to use that Watch on your _cousin_?" Those words were almost a hiss, but it was the next words that made her drop her head. "I thought you two were _better _than that! I've never been so _disappointed _by _anyone _in my _life." _

"Grandpa," Ben said, his voice a pleading whisper that was better than anything she could manage.

"No, you had your chance, _Ben_. You had a _week _to talk this out and you didn't." Grandpa said, his hand still tight on Gwen's shoulder. "So this is how it's going to be. I don't _care _if the world is going to get eaten, you two are _ending _this now. No hero time. No magic, no watch, and no running off. I'm going to get a drink and if you two don't settle this by the time I come back then I _will. _Do you understand me?"

Ben might have nodded at that. Gwen couldn't tell. She was staring right at him and she couldn't. Neither could Grandpa. "I asked you two a _question! _Benjamin?! Gwendolyn?!"

"Yes sir," they both whispered with a shared look of horror, and then Grandpa's hand was gone from her shoulder. The second it was she spun around and watched the kindest man she ever met storm back to the Rust Bucket. She kept watching even as he disappeared around it until the RV shook and she jumped because he slammed the door so hard that it sounded like a thunderbolt.

Then there was just quiet.

A quiet that only lasted until Ben muttered, "Great. Now you've got Grandpa mad, too. I hope you're _happy." _

"_Me?_" Gwen snapped out as she spun back and got right in the doofus's face. "You're the little creep who - "

"Stop trying to dump it all on me! This is all - " Ben shouted right back as his green eyes flashed with a lightning all his own. .

"I didn't do anything! You - "

"Of course you didn't! You _never_ do! You're so - " Ben screamed in her face.

And she almost took a step back before she let the fire out, "Oh, _poor _Ben. If you weren't such a - "

"- stuck up - "

"-whiny little - "

"- if you'd just pull that stick out of your - "

"-complete _baby! " _

"-but then you couldn't pretend that you're Little Miss Per- " Ben started and Gwen gave up on words as she just screamed and launched herself at him. She just wanted to shove him, but he grabbed her and they tumbled to the ground together and that was it. She didn't remember who threw the first punch, just that there was one second where she was screaming and then she had a handful of his hair while he kicked at her.

There was no magic, no karate, and the only time the Omnitrix got involved was when Ben whomped her in the side of the head with it. They grabbed at each other's hair and clothes. They punched and slapped and scratched at whatever they could reach. They kicked and kneed at each other as they screamed, angry beyond words.

And then he threw an elbow and her whole world flashed white.

She shoved away from him as she wrapped her arms around her chest too late to do any good. She tried to remember how to breathe and when finally did she felt grass tickling the side of her face. Then she just laid there curled in on herself and tried not to cry too hard until the pain finally started to fade just a little.

"I can't - " Gwen whimpered out between tears when she could finally make her lungs work again. "I can't believe you… Like they weren't sore enough _already_."

"Sorry," Ben said in between gasps for air and he sounded just as sarcastic as she expected, but there was more in his voice than just that. There was something that almost sounded sincere and the surprise made her roll back.

She hissed again as she felt everything that she didn't even noticed through the supernova of pain his elbow left behind the second she moved; all the scrapes that she'd gotten on her arms as they rolled around fighting in the grass, the bruises on her shins from his kicks and the red marks on her wrists where he tried to grab her, and all the way up to the tender spot on her scalp that felt like he'd torn out half of her hair. She reached up in a panic, but it must have only been a strand or two because she didn't feel the bald spot that she was sure was there.

She was so ready to start screaming at him again for it. God, why was her cousin the most _infuriating_ person she knew? If he'd just _listen _then…

Then she opened her eyes and looked at him.

"Ben!" Gwen called out in horror as she pushed herself back up to her knees and crawled over and tried to make sense out of…

The boy was lying flat on his back in the grass across from her, his chest pumping as he held his hands against his left cheek. Even from here, she could see the ugly scratches that she'd left on his arms, but her heart stopped when he pulled his hands away from his face and heard him hiss as he looked at them.

As they both watched something red drip off his fingertips before his hands went right back down and hers went to her mouth.

How could she have _done _that to him?

"Ben, I can…" Gwen tried to say, tried to make up for what she'd done as she tried to call up the mana so she could heal him, but the energy that flowed into her so easily before barely flickered to life now.

It didn't matter anyway. He just rolled away from her so she couldn't see that side of his face and muttered, "I'm fine."

Those words cut through her, but not as much as the ugly red bite mark that she saw on his left shoulder now that he rolled away. She didn't even _remember… _

But she couldn't stop staring at it now. That and all the other ways she'd hurt him. She opened her mouth to say something, but nothing came out. She was so smart and she couldn't find the words to say…

No. She could. She just had to say the words that she'd been trying to say for the last week.

"I'm sorry," Gwen whispered as she stared at all the marks she left on him, at all the ways she'd made him _hurt. _"For this and… and how much longer?" Gwen started to ask when shame made her close her eyes. Then she shivered at the memory of the thing that used his voice and opened them again and she met his without blinking. "I'm _sorry, _Ben. I'm _sorry_ I laughed when you dropped your drink, but how much longer… How much longer are you going to hate me?"

All the anger that had gone away came rushing back as Ben sat up and she almost flinched when his hands moved, but they ended up buried in his own hair as he scrubbed the back of his head. "Stop _doing _that! Stop pretending! I don't _care _that you laughed! It's not - Just stop pretending that I dropped that _stupid _smoothie! Just admit - ! "

Gwen's hands went to her mouth as she stared at him. Not because of the fury on his face, but the three long scratches that she had left on his right cheek that were still dripping red. Then his words sank in and her eyes went right back to his. "What?"

The doofus screamed at that. "Forget it! Just - " he started as he jumped to his feet and shoved both of his hands out at her and for a second it looked like he was going to run before she could say a word, but then he stopped dead in his tracks before he spun around again. It was her turn to freeze when he nailed her with a glare. It wasn't angry. She could have dealt with anger. No it was just hurt and shame. "We've been heroing together for a _year _now! Don't you think I know _magic _when I see it? Or that smoothies just _explode?! _How _stupid _do you think I am?!"

Ben's voice broke at those last words and he heaved in a breath. Then he turned away again as he waved a hand at her. "Forget it."

"Ben! I - " Gwen started to say as she looked down at her hands. She didn't _make _him drop his drink! She knew that she didn't! She didn't cast even _try _to cast any spells that night! She would have -

But not all magic needed the words, the logical part of her whispered. Christmas proved that. She looked down at her hands and… and she didn't _know. _"Ben, I - "

"Just stop it!" Ben rounded and screamed at her and his face was so, so red behind his glare. "I get it! The Poodle was _right! _I'm just your idiot loser of a cousin and - "

"Ben!" Gwen shouted right back as her knees almost buckled because those words hit her harder than any punch or kick ever had as she finally _understood_. "That's not - !" She started to say, started to charge at him even as she cursed that _thing _again for saying that to him and she'd _sit _on him if she had to if that's what it took. "Don't _listen to - !"_

"Gwen," a different voice called out before she could add more or Ben could say anything. A voice that sounded so hollowed out that she didn't recognize it until her head darted over and she saw the man standing there by the tree again with one hand on it.

"Grandpa!" she called out and she let her hands drop. She'd seen worlds about to end and this didn't feel like that. This felt worse. Grandpa… Grandpa hated it when they fought and they couldn't _hide… _Not when Grandpa was looking right at Ben and the scratches… Ben tried to hide them behind his hand, but she knew it was too late and the words tumbled out of her. "Grandpa! We - Ben - I didn't… I didn't mean to. I'm so - "

Ben opened his mouth to say something, but he never got a chance. Grandpa didn't give him one. "We - I just got off the phone with your dad, Pumpkin, and - " Grandpa started before he shook his head and squeezed the phone in his hands tighter. Gwen tried to figure out the few words he had let slip out, but they didn't make any sense. Not to her.

"Grandpa, no!" Ben shouted from out of nowhere, and then he rushed over with his hand already on the Watch. "I'll get all her stuff down and wash it and everything! We don't have to - "

"No! I'll do it! This is all - Grandpa, please!" Gwen shouted with him as it sank in, that's when Gwen scrambled to her own feet and rushed Grandpa.

"It's - don't make us go home!" Ben shouted with her. "This was all my fault! I - " They said together before they both gave up on words and just rushed the man for hugs.

They'd done it so often and Grandpa was so big that they didn't even _think _about it. He was so strong that it never mattered. He just rocked back a little and laughed and hugged them both.

Grandpa felt it this time. She knew the second she heard the breath explode out of him, she knew even before the man started to rock and she tried to pull away, but it was too late. Grandpa just collapsed like she'd seen way too many buildings do and then he just sat there in the grass and stared like he didn't have a clue how he got down there.

"Ben!" she shouted as she sprang away and for once she didn't even try to hide the horror in her voice or the tears in her eyes.

She barely got the name out, but she saw Ben nod anyway as he nodded dumbly and his hand went to the watch. "Got - "

"No," Grandpa said with a shake of his head. "No, I - Gwen... Pumpkin... Honey, we have to go home, your - "

"No, Grandpa!" Ben shouted as he forgot the watch and grabbed for the man's shoulder. "We'll be good! I promise! Don't make her go! I'm sorry!"

"We'll be good! No more pranks! I'm sorry!" Gwen said at the same time and just as loud as she reached out and she felt something hot and wet roll down her cheeks. Home? Summer just _started. _She looked over at the doofus, who looked just as horrified as she felt and her heart squeezed almost as hard as her hands did when she caught the man's hand and begged, "Let Ben stay! Don't ruin his summer because I - !"

And then Grandpa squeezed her hand and whispered, "We have to go home, Pumpkin. Your parents, they… Your mom… she lost the baby."

\- o - o - o - o - o -

**Erico Omake: **

_Omnitrix Log, Day 400_

"The strange mutated bio-form the boy scanned a few weeks ago (Which I have named Necrofriggian for lack of a more definable genus and origin) has been a troubling genetic subject to study in simulations. The ability of flight, combined with Severe Endothermic Respiration and phase shifting, make for a worrisome and likely artificial complement of abilities, though a thorough review of it through the filters has turned up no consciousness-overriding irregularities. Good. The last thing that we need is another Ectonurite trying to overshadow and control him."

**Log Addendum:** "The continued fault error reports that I've been receiving from the device are quickly changing from an occasional nuisance to a cause for mild concern, especially after the jump in frequency and duration over the last few months. The latest followed soon after the child's reversion to default from the Necrofriggian template. I am tempted to write it off to that form's unusual DNA, but no. Unfortunately, I still lack the terminology to adequately describe the problem or the readings to perform more than the basic checks to ensure that the Omnitrix OS has reverted to default specifications. Clearly the device requires a higher level of diagnostic sensitivity than I anticipated, and I am still uncertain if the problem lies in the device itself...or if the boy is attacking my work with a rock again."


	16. Words

**Chapter 16: Words**

_Indiana Dunes State Park_

_Porter, Indiana (One Hour Outside of Chicago)_

_July 2nd, 1999_

_8:47 am_

Gwen always loved words.

_We have to go home, Pumpkin_

Teasing the sounds out of them, the meanings, the _magic._

_Your parents, they_

Since even before she found out about real magic.

_Your mom _

She loved them for as far back as she could _remember_. All the way back when the words came out of picture books that her mom held open for her while she cuddled close and followed her mom's voice and finger. She still remembered what it felt like when she figured out a word first, the way her heart raced even before her mom leaned down so she could press a kiss into the top of her head and say how proud…

Her mom...

_she lost_

Gwen heard every word that her Grandpa said. She _knew _them all. Every last one. She knew what they _meant, _but when she tried to put them all together, she…

_the - _

Gwen shook her head. They didn't make any _sense. _They -

"Pumpkin?" Grandpa called out, his voice soft and worried as he stared up at her. Stared up… He - he was sitting in the _grass. _Gwen felt a giggle slip out of her because it was _ridiculous. All _of it. And seeing Grandpa like this, seeing him sitting on the grass, all dressed to go out except for the fact that he'd somehow forgotten to put on his Hawaiian shirt… seeing him in just his white _undershirt_… hearing him talking to her like that. Like she was… was… "Pumpkin? Gwen? Look at me, honey." "

Gwen shook her head and her eyes went to the ground and she didn't know _why_. "I - I have to…" Her throat felt too tight around those words as she pressed her hands against her temples and for a second she wondered why she was wearing a red shirt with flowers on it that was so big that it's sleeves went past her elbows, but just for a second. Then she was trying to _breathe _as she…

_We have to - _

She heard Grandpa say something else, but she lost those words, too, as her heart pounded in her ears. They didn't…

They weren't the words that _mattered. _They weren't the words that -

_We have to - _

Then everything slipped away as she felt something cool and damp touch her arm. Something that wiped away every thought and every bit of magic and everything else as she screamed. She screamed, but it was Ben who jumped away as she spun to face him, who yanked his left hand back like he'd touched something hot and she saw the "Dwe - ?" die on his lips.

Her heart pounded in her ears as she stared at the boy and he stared right back. His left hand twitched as his eyes darted over at Grandpa before they came right back to hers, but his right…

His right never left his right cheek as he stood there in wet clothes and a torn shirt and… and…

And she _remembered. _And it all made _sense. _

Gwen's hands shot to her mouth, but not fast enough to catch the giggle that ripped out of her. She laughed until her eyes ran with tears before she finally caught hold of herself enough to shake her head. "_God, _Doofus, I don't know how you got Grandpa to play along with this one, but..."

Pretending that her mom was…

That she lost…

Gwen just shook her head because it was _ridiculous. _All of it. _He _was ridiculous. Throwing her clothes in the tree over a spilled smoothie was bad enough, but…

Pretending that her mom… because she splashed him? Because she scratched his cheek? She should be _furious _at him, she knew that she should, but she couldn't stop laughing because he was _horrible _at this. _Everything _gave him away; from the way his green eyes got so big as he stared at her to the way he shook his head like he didn't know… Like he thought that she was gullible enough to believe his little, "Wha - ?"

If he wasn't trying so hard, she might have believed him, but…

"Gwen," Grandpa whispered her name as he pushed himself back up to his feet. He never took his eyes off of her for a second as he did it, either. No, he just stared at her with his dark brown eyes like this was…

Gwen felt herself step back even as she waved her hand at them. "I get it, Grandpa! You two almost got me good, but you can drop it now and - "

It was always so hard to believe that Ben was even _related _to her Grandpa because they were _nothing _alike. Grandpa knew how to use a comb to start with, and that was only for starters, but they both sucked in a breath at the same time at those words. "Gwen… Pumpkin…" Grandpa said like the words were _real. _Like her mom really did just lose…

But her Grandpa could do _anything. _Even _pretend. _

Even _lie. _

So Gwen laughed again even as she kept backing away. "Oh, _please. _Mom couldn't have…" she tried to say the word. She really did, but it just _didn't make sense. _"I think I would have _known _if she…" and another word got stuck in her throat and stayed stuck even after she shook her head like it was a piece of popcorn that she couldn't swallow. "So nice try, but I think that this," she paused and waved at the tree that still had most of her clothes tangled in her branches as her eyes went right to the doofus's, "is going to be your masterpiece, Ben. I'm not even _mad. _But I said I was sorry, so…"

So just laugh. Gwen didn't say the words, but she shouldn't have to. Ben never waited for permission _before. _Just laugh or crow or shake his head and promise that he'd get her next time like he always did.

Ben didn't laugh. He didn't crow or promise revenge. He just kept staring at her like… like he felt… Then he shook his head in a quick burst of motion as he stammered out. "I - I didn't! This isn't…! Grandpa?"

"Gwen," Grandpa said again, the worry written all over his face as he put a hand on Ben's shoulder before he took a step toward her with his other hand out. "Pumpkin. Come here and…"

And she saw it in his eyes. The tears. Grandpa never…

"Stop it!" Gwen shouted as her grin died and she glared at both of them even as she stomped her bare foot down into the grass. "Just stop it! I said I was sorry! Just - "

Laugh. Laugh! Gwen chanted those words in her head like they were a spell. They didn't. Why wouldn't they just _laugh? _"Fine! You got me! You're smarter than I am! Are you happy?!"

Laugh!

Ben just shook his head and he looked so lost even as he cupped the Omnitrix and Grandpa… Grandpa wouldn't stop _looking _at her with his sad eyes as he reached out. "Pumpkin. I want you to breathe with me. Everything is going to be - "

"Shut up!" Gwen shrieked at the man and her Grandpa's face blurred as something hot filled her eyes before she wiped whatever it was off with the sleeves of his shirt. "Just shut up! Mom didn't - ! She couldn't have! She wasn't - ! I - I'll prove it!"

And with that she ran like she'd never run before. She ran right by both of them as Ben tried to grab her until Grandpa shoved his arm in the boy's way. She ran right for the Rust Bucket and jumped through the side door that Grandpa had left open behind him when he…

Gwen shook that thought and all the rest as she ran right for the back of the Rust Bucket and the phone that she'd left back there. All it would take would be one call and…

And she'd put it on speaker and her mom would _laugh _and they'd both shove it right in the doofus's face! Ben took all of her clothes, but he left everything else in a pile in the middle of her bunk and her cellphone was right on top. She scooped it up and even managed to flip it open even though her hands wouldn't stop shaking.

And that was as far as she got.

There weren't any new messages waiting for her, but Gwen couldn't make herself dial, no matter how many times she tried. She just sat there and stared at the screen just like she had for what felt like every day of her last month at school, when she was waiting for her mom to let her know that everything was okay at the…

Her mom was just _sick. _That was _all. _That was why she had to keep going to the doctor. She just had some weird stomach flu that wouldn't…

Gwen kept staring until she saw Grandpa's hands close over hers. Grandpa always had the biggest, strongest hands out of anyone in her family. Only Uncle Carl even came _close _and…

And his hand was shaking as he took the phone away.

"She couldn't have..." Gwen whispered, and her voice sounded wrong. Because it was wrong. It couldn't be real.

It felt real.

Grandpa's hand reached for her shoulder, and he started to say something, but she couldn't hear him. She couldn't see him.

She looked past Grandpa, and saw Ben lingering in the side door of the Rustbucket, grabbing onto the frame and looking pale with his eyes wide and his shirt torn and his face still bleeding...and he didn't care about any of it. He just stared at her like...

That was when she knew that it wasn't a joke.

But it couldn't be real.

Gwen didn't move as Grandpa put his arms around her and hugged her close. Close enough that she could feel him shaking even though he didn't look like he was moving at all. She wanted to hug him back just to make him feel better, but her arms wouldn't move. None of her would. He said something to her, she knew he did because she could feel the words booming in his chest, but the sounds just slipped away.

She nodded anyway when they stopped and Grandpa shuddered again even as he got a silver blanket from _somewhere_ and wrapped it around her tight. Then he sat her down on the edge of her bunk like she was a _baby _and she should be…

Should be…

She would have shrugged off the blanket at least if the Rust Bucket's air conditioner hadn't decided to break in the ten minutes she was outside and left the RV _freezing. _Grandpa must have been cold, too, because he sat down next to her and wrapped his arm around her again.

And the sounds kept coming.

They kept coming as a dark blue and black bug buzzed through the Rust Bucket's walls a dozen times with more of her clothes in his hands every time. Most of it went right back in the drawers where they belonged, but he set some down on the bed next to her. He didn't fold them, because of course he didn't, but they weren't balled up like all of his clothes were either. She stared at the white capris that were half-hidden under her favorite Cat's Meow t-shirt, the powder blue one with the design of a cat dressed like a detective printed across the front.

It stared at her, one cat eye huge under a magnifying glass.

She stared right back as Grandpa made more noises and a bright red light filled the Rustbucket. Noises that ended with Grandpa pulling a handkerchief out of his pocket and blowing his nose in it like he had a cold before he got up and kissed her forehead. She should have screamed and decontaminated because it was _summer _and she so didn't need another cold, but it was Grandpa. The man kept making noises even as he left, even after he pulled the curtain closed behind him.

Ben didn't. He was just leaning against the refrigerator and staring down at his watch when he disappeared behind the old window drape that Grandpa hung up for privacy. Not that it did much, she could still hear the noises that the man was making through it.

It didn't block out the noise of the Rust Bucket's engine either when the man started it a few minutes or a few hours later either.

Gwen didn't know how long she sat there after before she finally pulled an arm free from her blanket, but when the curtain moved again she had her spellbook in her lap and she was staring at the blurry words in it.

There had to be magic hiding _somewhere _in those words.

Not that Grandpa cared. He took the book from her hand and made more noises as he made her stand up, as he pulled her to the front.

The smell hit Gwen first, even before she _saw _Ben already sitting at the dining booth or the huge pizza that was on the table. Pizza and milkshakes and everything else that her mom hated and she turned her nose up to even though…

Gwen barely made it to the toilet in time, but at least the noises Grandpa and Ben made behind her made sense. It took forever for her body to realize that she didn't have _anything _in her before it finally gave up, but she still didn't move. The porcelain felt so cold and so good against her forehead that she couldn't.

No wonder it took her mom forever to move again after she…

"She couldn't have been," Gwen said with a stranger's voice when Grandpa came and got her and wiped her face with a washcloth. The man's eyes got big again and she _knew _she should stop, but she _couldn't. _She couldn't stand seeing the pain in the man's eyes as he stared at her. She just had to make him _understand. _"She… I -" She'd asked a few times, when Ben was at his _worst _and school… when she would have given _anything_, but..._. _"Daddy - Daddy always said that they stopped with _perfection." _

Her voice broke with that word as she closed her eyes. She tried so hard, but...

"Oh, Pumpkin," Grandpa said, his voice broken too as he pulled her close and she _hated _it. Hated hearing the pain in the name and that's what made her reach out for the magic. She could take the pain away. Not forever, but there were spells. Spells she only used on people who were really hurt because she didn't trust them, but…

But he was her _Grandpa. _She had to _try. _She couldn't let him…

She opened her eyes and whispered the words, but nothing happened. She stared at her hand as she tried to find the power that sometimes felt like it was _burning _inside of her, but she could barely even feel it and what was there just slipped away.

She was still staring at her shaking hand when he sat her down at the bunk again with a few pieces of apple and some crackers and juice inside of her. Eventually she stopped. Eventually she went back to the spellbook as the sky outside the window behind her went dark and the pages made their own soft glow...

\- o - o - o - o - o -

Gwen was still reading when the sun came back up. Grandpa never stopped again. Not for the whole night. Ben never came to bed either even though they never put away their bunks yesterday. Sometimes Gwen heard Grandpa talking to her cousin as they sat side by side in the seats up front. The words were still noise, but…

Sometimes she heard the video game noises filter back. The bad music and worse sound effects sounded so much louder in the quiet RV, but they never lasted long either. Mostly she just heard him playing with the Omnitrix because she _knew _just how it beeped when turned the dial and he turned it over and over again.

He must be so _bored_.

Gwen wanted to go up and tell Grandpa to stop just so the doofus could _run _for ten minutes. So he could _fly. _He shouldn't…

She didn't. She just turned the page.

\- o - o - o - o - o -

And then they stopped.

Not that Gwen noticed at first. They'd stopped for a few seconds before for traffic or stop lights. Even though Grandpa stuck mostly to the interstate for the whole drive for the first time ever, they still had to stop sometimes and Gwen barely noticed it. She just turned the page again and stared at the half a dozen spells that were hand written on the pages. The old words washed over her and went right back out, but she still stared at them and the little hand drawn stars in the margins. She kept staring until she heard the engine turn off.

Then she sat up straight. Then she looked around as her heart started to pound again. She heard Grandpa call _something. _Something that didn't make any sense until she spun around and looked out the back window at…

It looked like any other street, the houses were older, but they were still immaculate and so were the white fences in front of them. Every tree and bush was nearly trimmed. It could have been any street anywhere, but it wasn't.

It was _hers. _

She was up so fast that she dropped the spellbook and the blanket both on the floor. She was up so fast that her head spun, but she didn't _care. _

She just ran.

She didn't stop either when Grandpa and Ben both looked at her with shocked eyes or when they called out after her. That just made her run faster because…

They looked so _hurt. _She couldn't fix it with magic, but…

The side door stuck for a second and she had to throw all of her weight behind it to make it move, but she would have kicked it open if she had to and the Rust Bucket _knew _it, because it finally moved. The sidewalk was rough under her bare feet and she didn't _care. _She just ran.

The driveway was packed, so she jumped the fence, ran through the grass and tried not to think…

There were a thousand reasons why there might be a brand new silver Town Car parked in her driveway and she knew that her mother wouldn't react well to any of them if she came running into the house like this. Not just because she was wearing her Grandpa's shirt over jeans or that she'd left her shoes somewhere, but she hadn't even _brushed her teeth _in… she didn't even _know, _much less showered or used her cleanser or moisturizers. Her hair _alone… _

Gwen knew she was a _sight _and if the Town Car was there alone she would have stopped and gone right back to the Rust Bucket so she could pretend she was _human, _but it wasn't.

There were a thousand reasons why a Lincoln Town Car was parked in her driveway, but Gwen couldn't think of a single one that would explain why her aunt's bright blue mini-van would be parked right next to it.

Or why the front door was unlocked when she turned it. Her mom _never… _

It was a _mistake. _All of it. She _knew _it.

Gwen's heart pounded in her ears as she burst through the front door. "Mom!" she called out. "Daddy! Tell Grandpa that - " The rest of the words died in her throat because her mormor and morfar were _right there _at the kitchen bar and they spun around at her words and _stared. _

Her hands twisted at the borrowed shirt she had draped over her and if she knew how she would disappear right now as her mormor's eyebrows went up and a crease appeared in her morfar's brow as they kept staring and…

The only thing her grandfathers had in common was their laugh and their size. They were both big, booming things that matched their bellies, but everything else… Grandpa dressed for comfort, while her morfar dressed like he could be arguing in front of a judge at any second. He never lost his dignity, not even the time he took her horseback riding and stepped right in… No. he just laughed and brushed his hand over his salt-and-peppered mustache as he swore her to secrecy.

He looked so stately that day. So impressive.

And as dignified as he was, he still didn't compare to her mormor. The woman knew _everything _about _everyone. _Gwen didn't even _know_ how many parties the woman took her to when she went to their house for visits, but there were always whispered little stories about _everyone, _about all the politicians and judges and their spouses or her morfar's partners. Her mormor let them slip out like drops of rain as they made their way around.

The stories that always made Gwen laugh even though her mormor tried so hard to look offended every time she did. Like she couldn't see the woman's eyes glittering when she started to giggle. Not that the woman would ever admit it. No, she just brushed her hand over her rust-colored hair and sighed.

Her mormor's eyes weren't glittering now, and her morfar had a hand on his mustache, but there wasn't any smile under it as his eyes darted to the right.

To the _couch. _Gwen followed the woman's eyes over to it and saw everyone else sitting there and staring, too. Everyone - everyone but Uncle Carl - who wasn't even in the _room _and that was the most normal thing about all of this - were sitting together on the couch, not spread out over that and the love seat or just pacing around like they three of them usually did when they were stuck in the same room together.

Her daddy had his arm around her mom and was holding her close and Gwen could almost - _almost _tell herself that there was a party or fundraiser that they were all going to and that's why they were all dressed up. Almost, but her aunt was sitting to her mom's left and…

And Gwen couldn't _remember _the last time the two women did _anything _together except fight and they _weren't. _They weren't saying anything either and her mom wasn't even looking at the blond woman, but…

But Aunt Sandra was holding her mom's _hand _and her mom…

And her mom…

Her mom was the last one who looked up, but when she did…

When she did Gwen saw the red that makeup couldn't hide in the woman's eyes and her mother knew how to hide _everything. _Until now, as her face went fell and her mouth moved and her lips quivered and… and…

"Mommy?" Gwen's voice shook as she said it, but it wasn't _anything _compared to the noise her mommy made as she let go of her daddy's and aunt's hands and just…

Her mom was the strongest woman that Gwen _knew. _She'd seen the woman put on makeup and get dressed up to go to the doctor when she had a 102 degree fever because that's what a lady _did. _She was the only one that Gwen had ever seen make a police officer _apologize _for pulling her over. She.. she…

Gwen didn't know who the pale faced woman was who was already crying as she ran to her, who pulled her into a hug so tight that it _hurt _as she _wept _into Gwen's hair, who made sounds, but none of them were words as she rocked and Gwen…

Gwen just wanted to shove her away, but her arms wouldn't work. Her heart pounded in her ears as she stood there. As she kept still until she heard her aunt say… "Lili…" and she could hear the tears in the woman's voice and.. and…

And there were even more in her father's as he said, "Lili, please. She has to…"

But the woman who couldn't be her mother wouldn't let go. Not until her mormor called out, "Natalie! You're making a _scene,_" and she _froze. _

"Elna!" Gwen heard her aunt _hiss, _but that was as far as the woman got.

"No," the woman holding her said, her voice raw and broken as she gave Gwen one last squeeze before she let go and backed up just a little. Gwen's eyes darted up and she could see a hint of her mom in the woman's bloodshot eyes and white face again as she brushed her hand over Gwen's hair. "She - she's right. We have to… L-look at you, Silly Bean. I - I- have to - "

"I'll take care of her, Natalie," her mormor said, her voice softer this time as Gwen felt a hand take hers through the crowd around her. "Frank, Sandra, if you could look after my daughter?"

There were more whispered words as her mormor tugged on Gwen's hand, but her mom didn't move any further back and she wouldn't let go. She just stood there and stared down and Gwen couldn't do anything but stare back as she waited…

But her mom didn't come back. Not as anything more than a shadow in wet eyes.

Not even when she cupped Gwen's face with both hands before she leaned down and pressed a kiss into her forehead. Then her mom just nodded as she straightened back up and turned away. Turned to her daddy, who looked just as pale and his eyes were just as red under his glasses. He reached out and brushed his shaking hand through Gwen's hair as his mouth did something that almost looked like a smile. He tried to say something, but the words…

The sound her daddy made wasn't words before he took her mom by the hand pulled her close and the two just stood there holding each other and…

And Gwen just stared at them. She should _do _something. She should…

Her aunt stood there staring, too. Aunt Sandra's eyes were just as red as her mom's and her face as almost as pale as she stared at Mormor, before the blond woman spun around on her heel and wrapped her arms around Gwen's parents. She made more noises as she led them both back to the couch and Gwen watched until she felt a hand touch her shoulder again and Gwen jumped.

She didn't even know Uncle Carl was _there _until he came down the stairs, but he smiled at her as she spun around and he squeezed her shoulder. "It'll all be okay, Honey badger," he promised, his voice raw, before he was gone, too. Gone to join the rest by the couch as Aunt Sandra started digging around in a purse that wasn't hers.

Gwen wanted to run over and grab it before her mom saw because there wasn't _anything _she hated more than people going through her stuff, but her mormor squeezed down on her hand before she could take more than a step and she froze as her grandmother called out, "Sigmund?"

Her morfar was watching everything that was happening on the couch, too, from over by the kitchen bar, but he turned when he heard his name. Then he cleared his throat and his voice sounded off as he nodded and his eyes tracked back to the door. They weren't sad, or not just sad, but resigned. "I'll take care of it, Elna."

Gwen didn't know what that meant, and her mormor led her up the stairs before she could ask. They went right to Gwen's bedroom - the room she hadn't seen in a month and looked so big and so small all at the same time as she stared at the pictures all around her - and the woman sat her down on the edge of the too-big bed before she disappeared.

Not that her mormor was gone for long. Gwen would have barely had enough time to look around before she came back with a wet washcloth in her hand and closed the door behind her. Her gold rings caught the light as she stepped back in front of Gwen made a face before she titled Gwen's head up and brought the washcloth close.

And paused so she could smile.

"At least you remember that Larrson women have to be strong, Gwendolyn," the woman said, her voice thick and her smile proud as she kissed the same spot her mother had. And then wiped both kisses away with the warm cloth as she added, "Even if I can't _imagine _why you're wearing _that _shirt."

Gwen just stared as she tried to figure out how a smile so proud could make her stomach twist as the woman carefully wiped off the rest of her face and then her hands. The cloth was warm and soft and Gwen still flinched away.

Not that her Mormor noticed. She only paused for a second as she made Gwen lift her feet and the woman made a face. "Barefoot. I don't know what Max is…" she got out before her voice broke and she hung her head for just a second before she cleared her throat and wiped Gwen's feet clean. She made a noise as she stood as her hands went to the hem of the Hawaiian shirt that was draped over Gwen and pulled up. "But he got you here on time. That's all…"

The shirt felt even more like a dress as it disappeared, and Gwen's arms fell limp to her sides once it was gone. Her mormor gave the shirt another look before she folded it and set it down on the edge of the bed. Then she went to Gwen's closet where the door was closed, but a dress and a suit hung from it, both still wrapped in plastic, with two pairs of shoes under it. Dress shoes and pumps.

All of it black except for a white shirt.

"Your uncles wanted to come," her mormor said as she came back with the dress and stood Gwen up. The woman had to help her change. Gwen _hated _needing it, but she couldn't make her hands work the zippers and buttons and her heart wouldn't stop pounding. It was so loud that she barely heard the words the woman was making. Words like. "but their work wouldn't - " and "- did their best - " and "- these things just happen - " as proper black tights took the place of her jeans and the words kept coming until her mormor finished zipping up the back of her dress. Then the woman turned her back around and went at her hair with a brush. "Your mother needs us to be strong today, Gwendolyn," she said as she attacked every tangle with a vengeance, and the accent that Gwen almost never heard slipped into her voice and the lines that she always did her best to hide cut deep around her mouth and eyes. "Can you do that? Can you be strong for her?"

Somehow Gwen managed to nod even as her heart pounded so loud that even her mormor heard it and jumped. It took her forever before she realized it was someone at the door.

"Are you decent? We need - ?" her morfar called through the door.

"One second," her mormor called as she helped Gwen slip black pumps on and pulled the straps tight around her ankles. Then the woman made another noise as she stood and kissed her forehead again. "A Larrson lady," her grandmother declared as she wiped away the mark with her thumb. "You can come in, Sigmund."

The door opened and Gwen expected to see her morfar come in with flowers or whatever it was that her mormor sent him out for, not for him to come in red faced with his hand wrapped around an equally red-faced Ben's shoulder as he marched the boy into her bedroom. Ben didn't look at her, he just glared back at the man who towered over him and tried to pull free as he shouted, "Hey! Get off! I can - !"

"Ben?" Gwen whispered as she stared, and he spun around.

Spun around and went pale as the fight melted out of him and he hung his head. "I - "

"The room's all yours, Sigmund," her mormor said before Ben could add anything more. The woman gave Ben the same look Gwen knew she had so many times before taking her by the hand and pulling her out of it even as she looked back, as she hoped…

She didn't know.

But she couldn't stop trying to figure it out as her mormor lead her back downstairs.

\- o - o - o - o - o -

Gwen spent the rest of the day trying as everything else blurred by, as she sat in a pew at a church where a priest made more sounds, as she stared at the field and the stones and the metal chairs that were somehow still cold even under the sun as her grandfathers...

It couldn't… It was too small…

Gwen stared at them as they carried… Her Grandpa and her morfar were the biggest and strongest men that she _knew _and the.. the… was so small, but it still seemed like it was almost more than either of them could…

She watched them go by as her parents squeezed her hands again like they had been for all of it. Like they had been ever since they got into morfar's car and…

And she didn't do _anything _as her mom just stared straight ahead until her daddy leaned over her and the two of them…. They never let go of her hands, but it never felt like…

She felt the doofus's eye on her from the pew behind hers. She heard him shuffle around until his father said _something _that made him stop_. _

Then there was a blink of polished black marble that went on forever before it was gone and they were back in the car and Gwen _still _hadn't figured it out. All she could do was sit there like a perfect lady for all of it even as her mind raced. She lasted until her morfar pulled into their driveway again and she saw _home. _

Somehow Gwen kept from crawling over her dad as she scrambled for the door. Somehow she remembered _that _much of what was expected of her, but the second he was out of the way, the second her shoe hit the pavement she _ran. _

She ran as fast as she ever had, even as her mormor called out after her. "I just need - !" she shouted back over the pounding in her ears as she slammed into the side of the Rust Bucket, as she grabbed for the handle of the side door and pulled on it as hard as she could.

But it wouldn't move.

"No! Nonono," Gwen whimpered as she yanked on the handle again and again before she darted over to the passenger side door, not that it made a difference, no matter how many times she tried. The metal felt warm from the sun and safe and that only made it _worse. _It took her forever to realize that Grandpa must have locked it behind him. _Of course _he did. Her mind raced for the spell that would have opened it, but the words wouldn't come and neither would the magic when she finally remembered.

She spun around, her breath coming in pants as she stared at her daddy. She didn't even hear him coming, but he was just a few steps away from her and he looked so worried as he froze. They all did. They were all watching her even as her mormor and morfar helped her mom out of the car.

They watched her like a _hawk. _Like _she _was the one under the microscope and her skin _crawled_. "My key!" Gwen shouted at them because she had to say _something._ "I just - !" She _must _have left it in her jeans. Her mormor folded them up as Gwen got changed but… But it was still in her bedroom! "I gotta get my key!" she shouted as she ran again.

She took the stairs like Ben always did as her mormor yelled at her back, but it didn't matter. Her key, she just needed…

She hit the wall at the top of the stairs and spun so she could dash to her room. If the door across the hall from hers had been closed she would have. She would have kept running until she was home and safe. If she'd seen the bookcases and brick red walls she expected she would have.

She didn't.

The door was just open a crack and that was still enough for her to see the sunny blue paint on the walls. The mystery drew her in, made her push the door as her hand trembled and her hands went to her mouth because it was all gone.

The bookcases, the books, even her daddy's desk. It was all gone. She'd grown up with them and they were all gone.

She stopped breathing as she stared at the room she'd never seen before. The walls were painted blue, but now she could see the rainbows and clouds painted on them, too. Everything she'd grown up with was gone and replaced with a white table and a tiny little white bookcase that was already full of books and a white dresser. There was a rocking chair where the love seat used to be and a…

And a crib where her daddy's desk belonged. The room blurred and stayed blurred no matter how hard she blinked as she tried to…

She'd only been gone for a few _weeks. _This room was a library when she left. A library and her daddy's home office and it should _still _be that! It shouldn't…

The crib was painted white and blue and she couldn't take her eyes off of it. Her feet felt as heavy as her whole body had the time she'd ridden a space shuttle to orbit, but she couldn't stop them from shuffling forward. She'd walked into a prison world that was filled with the worst scum in the galaxy without flinching, but she just wanted to turn and run now.

She didn't. She had her arms wrapped around her stomach as she kept inching forward until she could finally see inside the crib.

And - for just a second, for just a blink of her eye - she saw a little boy lying in it. A little boy in a blue shirt and white diapers. A little boy that looked up at her with a huge smile and eyes so green that they sucked her right in. A happy little noise forced itself out of her as she leaned forward so she could touch him and run her fingers through his wispy red hair.

She just started to move her hand when she blinked again and he was gone.

Another noise forced its way out of her as she rocked on her feet, but that was all. She just stood there and stared at the bare mattress at the bottom of the crib. She should be crying. She knew she should.

But her eyes were dry. She squeezed her arms tighter around her middle because it felt like her insides were twisting and the room spun a little to the left, but she didn't cry. She thought she'd be sick again, but she couldn't make her feet move or look away. She just kept staring down, barely even blinking even though her eyes _burned. _

Watching, just in case…

Time slipped away again as she stood there. She thought she heard her mom crying again and the front door opening, but she wasn't sure. It didn't matter. Not as much as watching in case the little red haired boy came back. For a minute, for a second, for forever.

He didn't, and she didn't cry either.

Instinct _made _her pay attention to the next noise she heard. Instincts that had saved her life and - more importantly - from dozens of pranks even before the Omnitrix. She always knew when Ben was coming now. Not that she _needed _instincts. Not when he came stomping up the steps like he was a giant lizard on his way to Tokyo.

He must have really had to go. That was the only reason that Gwen could think of for why he would even come up here, much less sound like that. She heard him reach the top of the stairs and waited to hear him hurry by for the bathroom on the other end of the hall.

Ben didn't hurry. He just stopped and stayed still in the hall for so long that if she could, she would have turned to find out why, but she couldn't. What if - ?

He still didn't move. She could hear him sucking in air, but he didn't take as much as a step to look. Some part of her brain sparked back to life, some part of her remembered that it had been years since…

They never left her bedroom when he came over so they could go out heroing. It wasn't like a dinosaur or a giant bug could just go walking through her house. Even when he wanted to study he didn't come over here, they just studied in the park. The couple of times that they hadn't - and the one time she caused a blackout - he still never came upstairs. No, they just studied at the table. He didn't…

"It's at the end of the hall," Gwen called out with a stranger's voice and the words hurt her throat even as she kept staring. It took her a second to realize that she'd left out the most important bit and added, "The bathroom."

Ben moved then, the sound of his feet still too soft and she felt her shoulders sag because she was sure…

Good. She didn't want to deal with the doofus right then. She didn't want to deal with _anyone_. Not even Grandpa. If he came in, she would have to take her eyes off of the crib and she might…

The thought made her shiver, but not as much as the sound of Ben's feet as he stepped into the room. She didn't want to deal with him, but she couldn't help leaning into him when his arm brushed hers as he stopped next to her. He still didn't say a word or do do anything to call attention to himself as he stood there and it was almost enough to make her ask where the real Ben was.

Almost, but he had his hand on the Watch.

Or he did, anyway. Until he let his right hand slip away so he could his hands on top of the crib and leaned forward while Gwen held her breath. Maybe he would see…

Maybe she could, too, just one more time. _Please._

Nothing. Her brother was gone.

Gwen let out a shuddering sigh and whispered, "Maybe it's for the best."

Ben's head shot up at the words like she'd just threatened to blow up the planet. She couldn't take her eyes off of the bare mattress, but she could see him through the corner of her eye as he stood there in his white dress shirt and black pants. He must have lost the coat and tie that she'd seen him wearing _somewhere _between the cemetery and now, which was so him, but she didn't have a clue _how _he got so sweaty at the same time, but it was Ben. That was as much him as the way his eyes got big again and his mouth twist like there was a fire inside of him that wanted to get out, or a train wreck's worth of words trying to burst free.

But if there were, none of them made it out. He just stared at her like he'd never seen her before and he wasn't sure...

"He's better off," Gwen said into the silence as she swallowed hard. Her stomach twisted at it, but her hand shot out anyway even though she was sure that it was the only thing keeping her together. She just had to feel the crib, to make sure it was _real. _She _had _to.

But she couldn't make her hand cross that last half inch of space. She couldn't reach the smooth wood grain that was painted white and blue like the sky. Not even when the room started spinning around her.

Gwen didn't remember falling. Just that one second she'd been standing there and the next she wasn't. The next Ben's arms were around her as he tried to catch her. He wasn't strong enough to keep her on her feet, but he managed to keep them from getting hurt when they hit the soft carpet under them.

The room kept spinning even as she fought against his arms, as she tried to get back to her feet just in case…

But he wouldn't let her _go. _She was just about to turn and _hit _him when she saw the three scratches that were still on his cheek. They looked almost a week old even though it had only been… She didn't know. It didn't matter. She could barely see the marks, but they were still enough to make her stop.

He stopped squeezing her a few heartbeats later, and then his arms slipped away, but he didn't take his eyes off of her.

The room kept swaying even as she hugged her knees to her chest and kept staring through the crib's bars. She felt a jolt go through her when she heard sobs fill the room. For a second she thought it was her, but she brushed a shaking hand against her face and her cheeks were dry even though the crying didn't stop. She tried to swallow away the shame at that and buried her chin into her tights. She felt the hem of her dress slip up her thighs as she sat like that and she knew that she should…

That ladies didn't…

It didn't matter. It was just one more reason that… "He's better off."

Ben's hands slipped away from her when she said that, and she didn't blame him. She wouldn't want to touch her either. He would be so much better off, too, if he just got up and walked away. He didn't. He just stared at her before he asked, "What?"

And his voice cracked on that one word.

She shook her head. Of course she'd have to explain it to him. "I - I would have been horrible - I would have been a horrible sister. I would have tried to run everything - ruin everything. I would have told him what to do, what not to do… I would have been a bossy little creep and he's better off."

Those words just spilled out of her and they were all true. She knew that they were. She saw Ben take a breath from the corner of her eye and she braced herself for every insult that was coming her way. She could deal with them, she knew she could just like she knew she deserved them _all. _Heck, he'd probably pull her tape recorder out from wherever he'd been hiding it for the last year just to play those words back to her. She knew the boy sitting next to her, and she knew he'd do just that. He'd do it and she'd get livid and it would end with her chasing him around the house as he laughed and she screamed at him.

That was _them. _That was _normal _and she was so far past ready for things to go back to it_. _She watched him open his mouth and waited.

"You would have been a great sister."

_Nothing_ could have braced her for that. She spun on him as the last bit of normal left her. _If I was a great sister I would have saved him! _She tried to shriek those words at him just like she tried to shove him away. She didn't even care that he'd left the door wide open and _everyone _would hear, but her hands wouldn't move and her throat wouldn't let her. She barely got out the "If - " before it gave out.

It didn't matter. _He _heard them, and his eyes turned into saucers as he stared at her with the same green eyes that she'd seen…

That she'd seen….

That realization sucked the rage right out of her. It sucked everything out of her as she collapsed back into her knees. She shoved her eyes into her bony kneecaps so she couldn't see the crib any more and sucked in the air that wasn't there. "I would have… I would have…" She shook her head, but she didn't move besides that as more words spilled out. "Did you see the tombstone?"

Gwen didn't have to close her eyes to see the marble stone, or the lie carved into it. "Beloved son and brother. How could they… I didn't even know he existed! I didn't love him…" Her eyes were squeezed shut but she could still somehow feel the room spinning around her again. "If I loved him, I would have _saved him_."

She felt something slip from her eye and she jammed her face harder into her tights. She couldn't cry. She didn't _deserve _to. She didn't… She didn't…

Please don't let her cry in front of _Ben. _They weren't… She was just his tutor and his sidekick. If she started crying now he'd never let her…

She caught herself with that thought, and she held onto it with both hands as she hugged her legs closer.

"What could you have done?" the doofus asked before she was ready, before she was sure that she could control herself, or that just _talking_ wouldn't make her start.

It didn't matter. Her mind raced anyway. She'd looked at every page in her spellbook three times on the way home. She didn't stop for anything, not even for when the sun went down. She just read off of the light that the book made and kept reading even after her eyes _burned. _She read _everything. _All the spells, the potions, the rituals, the charms, all of it. She read all the pages she'd been too scared to before, and the pages that she was sure weren't there the first time she read the book and were gone on the third.

She read it all. All the old words and the promises in them for anything that would help, that would bring him _back, _but there wasn't… "I don't know." The words ripped out of her because she knew…

If she was as smart as everyone said, she would have found _something. _If she really _was_ a hero, she would have saved her brother and she didn't. She felt another tear run down her face and she let it. Ben would tease her for being such a _girl_ and she -

But that was _normal. _This wasn't, this was…

This was Ben wrapping his arms around her. He didn't do it quick like he did everything else and she swore she heard him mutter something about his dad as he did it, but he pulled her close. Instinct _made _her pull away, but he wouldn't let her even as more tears joined the first. He just held her tighter until she collapsed against him and buried her face in his shoulder.

He wrapped his arms tight around her as she cried. He held her so tight that she felt the weight of the Omnitrix against her back as she sobbed and said, "I always wanted a little - I always…. I used to ask Santa, but - " she didn't know she was shaking until she felt his arms tighten and that just squeezed more out of her. More words and more tears. "All the things I can do, all the things I've learned and I couldn't do _anything_."

He didn't say a word for any of it. Not as her tears made a mess of his shirt. No, he just held her. After a minute he started rubbing her back as he pressed his face into her shoulder. She could feel the heat of him through her dress and it made her feel a little better just because it meant he was _there_, but he still didn't say _anything. _

Not until she finally ran out of tears. Not until she was leaning on him because she felt so empty without them and he was the only thing..

The only _one… _

Ben never let her go, and that was why she felt it when he moved his left hand up her back before he said, "Greymatter would have known. He could have… _I_ should have…"

"Ben, no!" Gwen almost shouted as she pulled away from him because she had to see his face. The Doofus! "It's not your fault!" she whispered and she sounded _fierce _as she realized that… Ben wasn't avoiding her during the ride home. He hadn't been _bored. _He'd been doing the exact same thing as her and when he looked up at the crib he looked so - so - so much like the him she'd only met once, the one who thought he could hide how tired he was by being a _jerk_ with a beard - and she couldn't stand it.

She hated it so much that she pulled him close and held him just as tight as he held her, and then even tighter as he whispered, "A real hero would have…" After that she hugged him as hard as she could, hard enough that she choked off the rest of that horrible sentence. .

"It's not your _fault," _Gwen murmured as fiercely as she could. Fierce enough that Ben ate the rest of the words. She felt just as fierce as she slid a hand up his back and the silk of his shirt so she could bury her fingers in his hair. His combed hair, her morfar must have... It felt so good to mess up his hair again. To make him look like _Ben _again as she pulled him closer. "Don't you _dare _think that! It's not your fault! It's not!"

"I - !" he tried again, the word a ragged gasp.

"It's not your _fault," _Gwen said again into his shoulder and she kept saying it until he finally nodded against her. Then she hugged him even tighter before she let him sit back up.

His eyes still looked _old_, but when they looked at her… There was something hot in his green eyes as he looked _right _into hers, something she saw every time he went hero for real, and his voice was almost growl as he declared, "Then it's not _your_ fault either."

Gwen felt a thousand arguments spring to life inside of her, and every one of them came with their own guilt, but then he narrowed his eyes and they all _died_ under his glare as something in her stomach quivered and the rest of her just nodded.

Her heart thudded as he kept staring at her until his lip curled up into a smirk that _screamed _Ben as he nodded. "Good." She let out a breath she didn't know she was holding as he turned away. Then he looked around for a second before he shoved the sleeve of his shirt against his eyes.

"Ben!" Gwen gasped in shock because she couldn't help herself. "Don't use your _shirt_!"

Ben just shrugged as he finished wiping his eyes, then he gave her a look that almost sent her running for a tissue before his face twisted into a smirk that made her stomach flip flop because she _knew _that look. It was one he only got when he thought he was about to do something that _he _thought was super clever or super funny and she didn't…

"Why not?" Ben asked as he leaned closer and the smirk just got bigger. "It's not like I'm going to wear _this _again."

"But - !" Gwen tried to protest because - because he looked _good _all dressed up and she _hated _herself for even _thinking _that right now, and then he did something so stupid that it knocked that and every other thought right out of her head. "Ben!" She gasped in shock as he reached up for her eyes with his sleeve.

"What?" He asked, his smirk getting even bigger as she jerked away.

"You can't - !" She should have shouted the words, but the whole thing was just so _strange. _

"Sure I can," he said, his voice a challenge as reached over again.

Gwen felt his sleeve brush her face again, but this time she didn't pull back. This time she just closed her eyes and tilted her head back as she caught his crazy. "This is why Grandpa carries a handkerchief!" She tried one last time for dignity's sake. The words should have been a shout, but she was grinning too big.

"Please." Ben just snorted again as he kept wiping away her tears. "Hankies are _gross_ and Grandpa does everything the hard way. I got a perfectly good sleeve right here."

That was so stupid that she just started giggling. She had to, he was just _ridiculous. _"You _doofus_," she murmured as he stopped and pulled his hand back. She opened her eyes and saw him grinning at her as he wiped his sleeve on his pants.

She wished that she could have kept smiling forever, but the crib was right there and she felt her smile melt away as she turned back. She shifted around until she was close enough that she could lean her head on Ben's shoulder and whisper, "I always wanted a little brother," she said with a hiccup as she stared up at the crib that should have held him.

"A little... " Ben went stiff under her head and his voice sounded off again as he sighed. "You always have me."

It wasn't the least bit lady-like, but she was too tired to fight the snort as she smacked his knee because the words… the idea… Ben as her _brother? _"Please, Ben! I've spent too much time trying to forget you're related to me to _ever_ think of you as my… _ewww_..."

"My brother..." Ben's face twisted for just a second aast the words. Just until she took his hand and squeezed with one hand as she brushed at her hair with the other and smiled at him. "You're my _doofus_."

His shoulders eased at that as he grinned and he squeezed her hand right back. "Good. I wouldn't want a dweeb like you for a sister anyway, even if you would have been a great one."

"Really?" Gwen asked. If it was anyone else, even Grandpa, she wouldn't have…

But it wasn't, it was her Ben, so when he nodded she believed him. Then his smirk came back and he added, "But I would have been a way more awesome cousin."

"First time for everything," Gwen teased as she lifted her head just enough to stick her tongue out at him. It didn't touch his grin at all. He just did the same thing right back at her and she let out a breath. Normal. Finally something normal, she thought as she squirmed around to sit closer to him. The two sat there, looking at the crib in silence. A more comfortable one. It still felt hard to breathe, and harder to think, but it wasn't as bad.

Not with her doofus, her _Ben_ there.

She squeezed his hand just a little harder as she leaned against him again and closed her eyes for just a second. His shoulder was warm and firm just like she always liked her pillows and she could have stayed there forever, which was why she was so annoyed when he shifted away from her.

Gwen's eyes popped at the move and she lifted her head, but he wasn't trying to get away. He didn't even let go of her hand. He was just reaching for something on the floor. Something that must have fallen off of the dresser that she'd barely noticed when she came in.

A little blue teddy bear.

Even from the floor Gwen could see a zoo's worth of stuffed animals that were waiting on top of the dresser and the gap that the bear left behind when it fell. Ben scooped the bear up and started to stretch so he could put it back without letting go of her hand when her breath caught. "Dad said they're going to give everything away."

Ben's arm froze in mid-reach and he gave her a look like he thought he'd just done something wrong. She could have hugged him again for that, and she might have if she could have pulled her eyes away from the bear. "Morfar asked and - " she shivered because her mom had. She couldn't help it, " - and daddy said that mom didn't want to be reminded every time she walked down the hall, so..."

"Oh…" Ben said as before he nodded like that made some kind of _sense _as he looked at the bear, then those green eyes went back to her. "Would she - " He stopped and his face twisted like he'd just bitten into a bug before it settled back down and he almost looked serious as he asked, "Do you care if I take it?"

Gwen blinked and her emerald eyes searched his. It wasn't much of a bear. It wasn't even that big. It fit right in his hand and if he wanted something to snuggle Furry Freddy was _way _better for _that. _"Why?"

The boy's only answer was an uncomfortable shrug as he rubbed at the back of his head, but he didn't tell her to forget it or lose that look in his eyes, so she knew he was serious, even if she couldn't figure out _why. _

"Okay," Gwen said with one small nod and a shrug of her own. "She probably won't even notice."

Ben gave her a little smile as he held the bear up in front of him and twisted his fingers to make it wave its little arm at the two of them. She should have rolled her eyes because he was just being silly, but she couldn't help her smile. Some day she was going to figure out how the doofus did that. How he could always make her smile no matter how she felt. It was probably the same reason he could drive her crazy. Some day.

Today she just waved back at the bear.

It was worth it just for Ben's grin. He always looked like he _won _something when she played along and she couldn't figure out what. She'd probably never understand him.

Especially not when he put the bear on her knee.

Gwen started and the bear jumped when she did. It almost rolled off of her before she grabbed it and tried to give it back to him, but he wouldn't let her. "You wanted it."

He held his hands up and pushed the bear back. "Yeah. For you."

Gwen didn't answer. She couldn't answer. If she had any tears left she knew that they'd be coming out, but she didn't. All she could do was stare at him and the little blue bear.

"Take it, you dweeb," Ben said, the name normal enough to make up for how weird it sounded when his voice was soft. "You need something to remember your brother."

"Kenneth," Gwen said for the first time since she'd read it off of the tombstone.

"Ken," Ben corrected, but he frowned at it even as he repeated, "Ken Tennyson."

"Kenny," Gwen said with a smile because _that_ finally sounded right. Right enough that she hugged the bear to her chest and tried not to...

For just a second she saw the boy again. Kenny was so small, but he fit right between them as she held a picture book open for the three of them. She was pointing at the words as she read them while Ben made jokes and… and seeing Ben's hand in the boy's red hair and the way that their green eyes glittered as they watched her make a show of rolling hers was...

Was…

It just felt so _wrong _that it wouldn't happen, but it wouldn't.

Still, maybe Ben saw Kenny, too, this time because his eyes and his face both fell as he looked at the crib. "Yeah."

Seeing him looked like felt so wrong that she did the only thing that she didn't want to do. She got up, and she missed the warmth against her side immediately, but she didn't let that stop her as she stepped around Ben and went right to the dresser.

A half a dozen other stuffed animals were still waiting there and she wanted to take them all, but she didn't. There was only one that felt right. She scooped it up and went right back to where she was, but now Ben had a little beige lion on his knee as she hugged her bear close. "You should remember him, too."

Ben's breath caught as he picked the lion up with his right hand and had it pounce at her bear. Then he he wrapped his left arm around her and she snuggled in close. There were no more words after that. They just sat side by side in the empty room.

\- o - o - o - o - o -

**Bonus **

I've been very lucky because a fantastic artist names ZilpaEden has made some fan art for this story, including for this chapter. You can find it at the link below and if you like it please leave her a review. Thank you!

www.

deviantart.

com/zilpaeden/art/Kenneth-804906738


	17. What You Leave Behind

**Chapter 17: What You Leave Behind**

_Myrtle Grove Memorial Cemetery_

_Bellwood, California_

_July 3rd, 1999_

_3:48 pm_

'Max saw every one of his sixty-one years reflected in the black marble he was kneeling in front of.

He tried to find _something _familiar in the face that he saw. Something that still looked like the man he remembered, but there was just a stranger. A stranger with a lot more salt in his hair than pepper; who had bags under his eyes and a maze of wrinkles covering his face. Wrinkles that looked like they were carved more by frowns than smiles, by more bad days than good even though he always tried to focus on the…

The man was a stranger, but Max saw him in the mirror every day anyway. He had ever since he first walked into this field twelve years ago.

Twelve _years. _

Just _thinking _that would have driven him to his knees if he wasn't already there. It still staggered him, though. Still sent his hand shooting out for something to grab onto, something to steady him.

And his wife caught him like she always did.

'_Hi, Stranger. Fancy meeting you here.' _

Max kept his eyes closed tight as he tried to remember how to breathe again while she just held him. Training he barely remembered from his pilot days helped a little, but it was her cool touch…

Her touch and everything that came with it. All the memories, all the things that he tried so hard not to think about, even when their Gwen asked and looked at him with her big green eyes that looked just like his Verdona's. He _knew _that he should tell her, that she - that her and Ben both _deserved _to know about their grandmother just like his wife should be remembered, but…

'_Take a picture, Max, it would last longer.' _

He saw his twin in the stone smile at the memory of her. He could _still _hear the edge in her voice and see the look she gave him as they hurried in from one of the thunderstorms that always seemed to spring up from nowhere while they were living in Houston. Usually she loved them, usually they watched the lightning dance in the sky from the porch, but that night she was in a fancy dress and he was wearing his NASA jumpsuit after some photo op and their umbrella never stood a chance. They were both _drenched _by the time they got inside and she was so cross as her makeup ran and her long red hair stuck to her back. Some of the words she said under her breath as she stormed across the living room, her heels clicking away…

It made her startled laugh all the sweeter when he grabbed up his Polaroid and did just that. And then nine months later...

Max watched the smile on his double's face melt away as that as he closed his eyes and shuddered. "He was so small," he whispered to her as he hung his head and tried to forget about the thing that was only two feet to his right. "Our boy, our Frank…"

He still remembered his son's first scream and his first laugh. And hers. All of her. All of his wife's laughs, all her scowls, all the things that he tried so hard to forget because it was too much. Because if he remembered all the ways she looked at him, then he would know all the ways that she'd never look at him again. He squeezed down on her as he tried to catch his breath.

When he finally opened his eyes again, when he finally _could, _there wasn't even a hint of a smile on his double's face. Just lines that looked so much deeper, that looked like canyons carved into his face. He should get up. He knew he should. There were so many people counting on him, so many things that needed to be done, but...

'_You're always so serious these days, Max. Always in a rush. One of these days I'm going to find a rose that you'd actually stop and smell.' _

Those words sent Max's fingers up to the lapel of his suit coat. His fingers shook as they found the rose that he'd pinned there, that he pulled free. He held it under his nose and shuddered as he took a deep breath because it smelled like her when she came in from her garden. Then he put it down by the base of the stone. The yellow of its petals was just a splash of color against the black, but…

But she must have liked it, because he felt a breeze blow up and it felt so cool against the nape of his neck as it rustled the leaves over his head as the smell of her cooking filled his nose.

That was what finally made him look away from his wife, made him look up at the tree that was growing to the sky behind her and the branches that covered them. "I hope you like it here," he whispered to her. The leaves were just thick enough that they had the shade she craved during the day so she didn't get even more freckles, but at night…

When he visited her at night, he saw every star. "Every star for my Starshine."

'_Pick a good spot. Space Man! I'm going to give you a kiss for every star I see.' _He closed his eyes again as he waited for her to keep her promise, but it never came.

Twelve years. How could she have left him? How could she be gone that long?

Maybe she wasn't, because the breeze came back again like it always seemed to when she was around. Maybe she really was watching over him like she promised. He didn't know, and she never said no matter how many times he came here and asked.

He wanted to sit down with her and ask again. He wanted to stay and watch the ducks swim in the pond at the bottom of the hill as he just talked even if she never answered with more than a breeze, but he couldn't.

Not today.

Not when everyone was waiting for him. He only had eyes for his wife from the second he walked up here, but he still listened. His ears weren't what they used to be, not after all the fights he'd been in, but they didn't fail him today. He heard every move that everyone made in the field behind him. He heard it every time someone shuffled their feet or moved their chair. He heard every whispered word...

And every tear.

He heard all of that from everyone except for the two he was listening _for; _the two who should have been the noisiest, the two who should have been yelling about _something _by now. Yelling and getting yelled at. The fact that he didn't…

The fact that he hadn't heard a sound out of either of them all day…

Worry twisted Max's stomach tighter with every second that went by without his grandkids making a _sound_, but he still couldn't make himself open his eyes or turn his back on his wife. Not yet. Not even though he _knew_ that everyone who really needed him was waiting behind him. Not even when he heard their chairs slide and their footsteps on the grass.

Not even when he heard them start to fade in the distance. He knew he should get up and follow them, but...

'_And what if following you, waiting for you isn't my dream? You're meant for bigger things than me, Max Tennyson. Go and get them.' _

Max rocked at all the memories that chased after those words, at how she wouldn't meet his eyes after she said that as she sat in the booth across from her, how she huddled there with a cup of bad coffee in her shaking hands and her wrap tight around her shoulders even though there was barely a chill in the air yet. He even remembered seeing the skeleton of an arch clawing its way into the sky in the window behind her.

He got up after that even though he hated himself for it. He hated himself more with every step, every mile, every day that went by after he left her sitting in that booth, but he didn't know what else to do or say. He tried to lose himself in the training that she said he couldn't give up on, but it didn't help. He just kept hating himself until he heard someone knock on the front door of the house he rented in Houston that never once felt like home.

Or it didn't until he opened the door and saw her standing on the other side. She had tears in her green eyes and a single suitcase by her side as she held out a bottle of coke with her shaking hand and said…

"I can't find a bottle opener, either, Starshine," Max whispered her words back to her as he rested his head against the cool stone. "I don't know what to do. They - they always needed you more than they ever needed me. I don't know what to say."

'_Words. You always worry too much about words, Love. They aren't magic. You know what you have to do, so give me a kiss and go do it.'_

Max nodded as he lifted his head up and gave the stone he was holding on to another squeeze before he ran his fingers down it's face and over carved into it. The last words that she left for him;

**Verdona Abigail Tennyson**

**The Rose of Our Lives, Taken Too Soon**

**1940-1987**

He pressed a kiss against her, against the black stone that he'd gotten just so it would reflect every star at night for his Starshine even though the color just reminded him of how he lost her during the day, and then he got up and did the one thing he'd been avoiding all day. He walked the four steps over on aching legs to the one person who needed him the most and he couldn't do anything for. "Hi, Kenny. I'm your Grandpa."

There wasn't any answer from the black stone that was polished until it was a mirror just like his grandmother's. One the size of a couple of postcards that stood guard over a powder blue shroud that was draped over the ground in front of it. Max read the words written on it and just nodded because he knew every one was true. Then he rocked as he realized that the stone was the only thing that his grandson would ever have in this world.

Almost the only thing.

"Your daddy told me that they would be done tomorrow and that they - that everyone was going to come back and make sure that you have everything you need, but…" Max took a breath as he reached into his pocket. He felt the weight of the Swiss Army Knife there, the knife that he'd used to cut a flower for his wife from his daughter-in-law's flowerbed, and the one he'd taken apart and put back together while his son drove and his daughter-in-law and grandson stayed so quiet behind them. Quiet except for the beeping from the Omnitrix until the boy's dad finally made him stop. Stop for the first time in a day and Max knew that he should have…

But he couldn't let his grandson go without giving him something and working with his hands was always easier than finding the words.

He squeezed that knife again as he stared at the shroud and the stone, but Kenny didn't need the whole thing. Just the most important part.

"I want you to be careful with this, son, the edge is sharp," Max whispered as he reached past the knife and found the bottle opener that he'd taken the knife apart for under it. The knife didn't feel right now with it missing, but he could get it fixed. Or maybe he wouldn't. Maybe he'd just leave it. He took the loose attachment out of his pocket and gave it one last look before he carefully lifted the tarp.

"I would have done this before, but…" Max whispered to his grandson as he reached into the hole and carefully set the bottle opener down on top of the tiny wood casket that he'd carried not twenty minutes ago. It was already sealed, but it didn't matter. He knew that Kenny would find it anyway. He touched the wood one last time before he drew his hand back and smoothed down the tarp so no one would ever know what he'd done. "Ask your Grandma. She'll tell you what it's for."

His eyes burned and his heart thudded, but his face was still dry as he looked back at his wife. "I know you'll take good care of him, Starshine, but I'm glad that you have company now. You always..." Max said as started to push himself back up to his feet. He heard another man talking at the same time he was, and he felt sorry for whoever it was who said that because his voice sounded so broken and raw as he stared down at the tarp and stone.

He always thought…

"And I'll do my best for everyo - " Max was almost to his feet when the world tilted and spun around him and he choked on the rest of those words. He tried to find his feet as he reached out for anything he could catch himself on - as he reached out for _her - _but she was too far away and he was all alone as he -

"Dad!" he heard his youngest boy yell from nowhere and the shock of it made Max jerk and spin. He heard thunder that sounded like a herd of horses or a couple of Tetramands coming his way and his hand went for the empty air at his hip as old instincts took over, but all he saw was a man bolting toward him.

"Carl?" Max whispered as he swayed because… because it couldn't be. His boy was a stick of a thing, tiny like all Tennyson men were until they hit 15 or 16 and his son… his son…

The bear of a man that he saw running toward him, who caught him with arms that felt like they were all muscle couldn't be his youngest. Not when he'd just been wrestling with both of his boys. Not when their arms could barely budge him and never wrap around him no matter how hard they tried.

"Dad?!" the stranger yelled again as he lowered them both to the grass and Max just stared at the hands that were holding him up. The man's arms were covered by a white dress shirt that seemed so wrong even though he knew it shouldn't, but his hands were covered in all the little scars that only came with a life in construction.

"It's all - Who - ?" Max mumbled as he was set down on the grass, but he couldn't stop staring. He couldn't stop looking for something familiar in the stranger until the man finally looked him in the eye. His face was all wrong, soft for all its muscle, but the eyes… those green eyes… "Carl? When did you get so big?" Max asked in surprise.

"Dad? Are you okay?" his son asked as his eyes got bigger at those words and his voice was wrong, too. It was deep enough that it almost boomed with the words. A man's voice, a man's hands, but his eyes. They were his son's eyes, and they looked so worried even as he pressed a hand against Max's face. It only stayed for a second before they darted down and started pulling at the buttons of Max's coat. "You're burning up, Dad!"

Max shook his head and tried to _think, _but everything was fuzzy right up until he heard a woman shout, "Dad!" and something about that made the world snap back in place.

His head darted up and he saw a woman standing frozen on the path that was almost twenty feet away. Her face looked so pale between her black dress and her blond hair and she stood there frozen with her hands over her mouth. "Sandra?"

Max didn't have a clue how she heard him, he barely did, and maybe she didn't. Maybe she just saw his mouth move, because she came _running. _Some part of Max wanted to laugh even as he felt his coat get peeled away and the cool air felt so good against his soaking shirt as _she _sent him another breeze.

"Careful!" He all but barked as his son tossed the coat to the side. "Your mom… you know how mad your mom gets when we get dirt on our..." Max warned them with all the seriousness that those words deserved. Should have deserved. His eyes flickered to the black stones and…

"What happened?" his daughter-in-law asked as she skidded to a stop in her black pumps and dropped to her knees in front of him without a care in the world.

Max saw the worry in her eyes, the terror and he shook his head and waved a hand at her. "I'm okay. I'm… I just got dizzy and Carl - "

"He's burning up just like Ben was," his son cut him off without a thought.

Max heard the words and shook his head as he laughed because those words were just _silly _even as something about them made his stomach twist_. _"I'm _fine. _I've been hotter than this plenty of times. This is nothing compared to what I went through on the moon of - " he shuddered at the memory of that place, at how it got so hot that the air waved and the suit he had to wear just so he'd have something to drink as he did his best to follow Xylene's lead and not attract those huge -

"The moon," Carl repeated as he shook his head like he thought it was a joke, but it didn't do a thing to hide his worry or make him look anything like the boy he used to be, the one who believed all of Max's stories.

"You were a lot younger back then, Dad," Sandra said as she reached for her purse. The huge black one that he remembered someone sniffing at, but he didn't remember who. He just remembered how mad it made him when he saw the doubt in his daughter's eyes. There wasn't any now as she pulled out a water bottle and opened it with a quick twist before she all but shoved it into his hands. "Drink."

Max looked at the bottle and shook his head. "I'm not - "

"Max Tennyson, you're either going to drink that water or I'm going to pour it down your throat!" Sandra shouted at him.

The tone made him catch his breath before he did just that. The water was warm but it tasted almost as good as the breeze felt against the back of his soaked shirt and he just closed his eyes and enjoyed every last drop. When he was done he let the bottle drop out of his fingers and just tried to breathe.

That was when he felt a woman's slender fingers go to his tie and start pulling on the knot just like…

Max eyes shot open at the touch, sure that he'd _caught _her. That he would see her kneeling in front of him again with her face twisted in a scowl as she worked on his tie. That he'd find her with just the tip of her tongue sticking out of the corner of her mouth as she concentrated, and that she'd blush as red as her hair when she realized that he was looking. Red enough that the freckles that powdered his wife's cheeks would stand out even brighter before she grinned because he _\- _

"Dad?" Sandra asked, her blue eyes jumping up from his tie as his breath caught. Then her fingers froze on his tie as he felt a chuckle fill his chest. "Dad, did I - ?" she repeated, her voice shaking just a little and he felt so bad as he watched the worry and doubt flood into her eyes as he let the belly laugh out.

"It's not... " Max said as he shook his eyes and tried to explain, but he couldn't stop laughing. Somehow he forced the words out anyway. "It's just… It's been a long time since a woman has yelled at me like that."

He didn't know he wasn't laughing until he heard his son whisper, "Oh, Dad," and he saw his daughter's face twist as she wrapped her arms around him and pulled his head to her.

"I - " Max started as he tried to pull away, tried to stay as strong as they needed him to be, but he couldn't _stop. _He just pressed his eyes into the soft black lace that covered her shoulder and cried like he hadn't in years.

"It's okay, Dad," Sandra whispered and he knew she was crying too as she rubbed the back of his head. He felt his son's hand take his shoulder and squeeze, but his boy didn't say a word.

He didn't have to. He stayed and that was enough.

Max didn't know how long he stayed there, but it was long enough that he couldn't meet either of their eyes after he pulled away. Not when they looked so worried. Not when he felt so… "I'm… I'm sorry you had to see that. It's been a long day and - " he shook his head and ran a hand through his hair. "I'm sorry."

He heard his son suck in a breath even as he clamped down on his shoulder again. "Dad, if you apologize one more time I'm going to smack you. It's okay."

"And I'll yell again," Sandra said, her face so serious as she nodded and glared. Her eyes were the wrong color, but besides that they looked just like the eyes he'd seen so often when he'd done something stupid.

'_And you deserve every word of it, you silly man.'_

"Carl's lucky he found you," Max said to her as he reached for the pocket and the handkerchief that he always carried in it, but his son was just as fast as he was lucky.

He took it from him with a nod and wiped his eyes while his daughter-in-law just glowed as she looked at her husband and asked, "_You_ found _me_?"

"That's my story," Carl said right back as he smiled to, or tried to."What happened, Dad?" and the worry came back even as the grin slipped off of Sandra's face.

Max just shrugged. "It was stupid of me. It's too warm for these coats. I should have been smart like you and taken it off, too, but…" but it seemed wrong to do that here. Like he'd be disrespecting his grandson and his wife both even though he knew just how stupid that was.

It was the kind of stupid that would have cost lives back in the day. If he was lucky, it would have just been his.

Sandra sucked in a breath at the words, and her scowl was a terrible thing on her face just because Max almost never saw it. "I _told _that woman that it was too hot, that we could have looked _presentable _without…"

"Sigmund was wearing a coat, too, and Frank," Max muttered as he rubbed his eyes. He was getting _old_ and _tired _if…

God, he was so tired.

"Sigmund has a tailored summer suit," Carl muttered, "and Frank is a freaking camel and he always has been. Even if he is getting old."

Max laughed at that, but Sandra didn't. She shot her husband a look instead. "It wasn't his fault that he left."

"Frank's gone?" Max asked as he let out a sigh of relief.

A sigh that made the two who were here go stiff and shoot each other another look. "He - he wanted to stay dad," Carl said, suddenly defensive and sad all at the same time. "He wanted to talk to mom, too, but…"

"Lili," Sandra said that one name with so much concern that Max was almost flattened again after all the years he'd heard it almost spat out of her mouth. She pulled at the hem of her dress with worry. "She - and - and - "

Max reached over and took her hand and she stilled. "I know. Sandra. And I'm not mad, Carl. I'm glad that Frank took her home. I was keeping an eye on Lili, too." He saw how pale she was, even with all the makeup that someone had put on her so she wouldn't look it. He also saw how slow she walked, how every step seemed to hurt more and more even as she clung to her husband and her daughter until she dropped into one of the metal chairs that were waiting for them.

He saw how far away her gaze was, too, and how dry her eyes were. Hers and Gwen's both. Lili had _that _smile locked on her face that Max hated because he knew it was as much of a mask as the faceplate on his Plumbers suit and Gwen -

His Pumpkin didn't even have that much of an expression. She just stared. Her and Ben both.

"I'm glad that Frank took her and the kids home," Max repeated in a whisper as he closed his eyes. "They didn't have to wait. Not for me." Not for his selfish old hide. Talking to his wife when they needed him? Verdona would have been so mad at him for being so stupid.

'_You silly man.' _

He thought he'd hear a sigh of relief at those words, not his daughter-in-law sucking in a breath, and not his son saying, "Sandy Bear?" like he was just as confused as Max was.

"I - " Sandra started and stopped as she backed away and her eyes kept darting from their faces to the ground as she worried at her hands, hands that had fingernails chewed ragged. "I _couldn't! _I couldn't let _her _take my Ben home! Not with the way she _talks _about him! The way she _treats _him! I just couldn't! I - "

She looked so ready to run and curl in on herself all at the same time that Max just stared. He heard his son clear his throat, and he expected his boy to sound just as lost as he felt, but his voice was so calm as he said, "I know, Sandy Bear. It's okay. I wouldn't have put him in that car either. I wouldn't have let _any _of them go with her, but..."

"Really?" Sandra whispered with her eyes like saucers and Max was horrified when he realized that she was worrying at her hands to try and stop them from shaking

"Really," Carl said with a sure nod as he took a step towards her and she just collapsed into his arms. "You left him in the van?"

Sandra nodded. "With the air on. I would have stayed, but I wanted to check on you and dad and - and I didn't know what else to do."

``Why?" Max stared at them both and his hand went to the back of his head. "I know - " he started and stopped because he loved the girl in front of him. He had ever since he first met her, but he loved both of his girls and he had to say _something_. "I know that you and Lili have your problems, Sandra, but - but she loves Ben, too, and - "

"Not _her!" _Sandra all but shouted into her husband's shoulder. "Of course Lili wouldn't! She's - She was so much better before _that woman _got here! Before she - " she pulled away from Carl and the look in her eyes as she stared at Max. He'd seen looks like that before. In the Air Force, in the Plumbers and on some horrible days in the mirror, but he never dreamed he'd see it in her eyes. "Didn't you _hear _her?! 'Natalie, you're making a _scene!' _She just lost her _son! _She just wanted to hug her _daughter _and - and - !"

"I know, Sandy Bear," Carl said and his voice was so calm, but Max could see how tense every muscle in his back was and he wasn't fooled for a second. "If Dad didn't raise me so well…"

Those words should have been a joke. Max knew they weren't.

"And the way that _walrus _of a husband of hers just grabbed Ben the _second_ he walked through the door and dragged him upstairs! If Lili wasn't - " Sandra added as her face burned red with rage even as her eyes… They were so far away before she buried her face in her husband's arm again and he squeezed her close.

"I know," Carl said, his voice still too calm. "I wanted to deck him, too."

Max just stared and asked, "When? When did all of this - ?"

"You were still in the Rustbucket getting ready, Dad," Carl said, and then he let out a bitter, ugly laugh. "For all their garbage about manners and the right way of doing things..." and then his shoulders sagged, "but they just lost a grandson, too."

And they all froze at those words. Froze and looked back at the little gravestone. "Kenny would have been…" Max started as he fought for the words, but they stayed just out of reach like they always did and what he found wasn't anywhere near good enough. "He would have been so good."

Carl went started to nod when Sandra surprised them both by laughing. "He would have been a _menace._ All of you Tennyson men are! Lili and I - Verdona warned us _years _ago, but…" she said as her eyes glittered with tears and more. Max finally fished out his handkerchief and she took it with a tiny smile that didn't take a bit of tension out of her.

Not like her husband did, with eight soft words and an even softer kiss. "You love us, Sandy. You know you do."

And when he pulled back, she was smiling again as she nodded and took them both in, but her voice still shook as she said, "I do. All of you, with all my heart," and the second Max saw that smile…

'_Carl finally brought her home, Max. That girl he's been going on and on about. Come home soon so you can meet her, too. I knew she was perfect for him the second I saw her smile. She glows.' _

Sandra did, from the moment Max first met her until now. She did, and then that smile melted away and she ducked her head, but not fast enough that Max missed the storm clouds that filled her eyes or the way she rubbed at her hands. "Lili - Lili's with _her _now. She's all alone with _her _and _that woman _is probably telling her everything she did _wrong _today as she digs through _everything _in her house so she can find even more. Mother… Mother never needs an excuse and she _always - !" _

His son moved so slow before, he was so gentle with her, but not now. Now he pulled her to him and wrapped his arms around her and just squeezed as he whispered in a fierce voice as he rocked her. "Elna's not _them. _Sandy. She's a stuck up _bitch, _but she's not them. Lili's okay. Lili's okay."

"She's - she's all _alone _with _them!" _Sandra said, her voice cracking as she shook her head and bite down on her nails again.

Max felt so lost as he stared at his daughter because he knew that it wasn't true, but this time he found the words. This time he found the strength to pull himself up off of the ground and stand up. He held his hands out and said in the same firm voice that his father and Grandfather always had when there was work that needed doing. "Then let's fix that. Let's go make sure that she isn't."

The look that those words got him. The _relief. _From both of them.

For the first time since he got the phone call, Max felt like himself again. Almost, except for the shooting, throbbing ache in his back and legs as he made them stretch and work, but it was just stiff muscles and pain and he'd learned how to ignore both of those years ago. He was sure that none of it showed on his face, because his son didn't even hesitate when he held his hand out and pulled him to his feet, but it was a relief when Carl helped up Sandra all on his own.

And a joy when Sandra turned and almost knocked him back over as she all but jumped into his arms as she grabbed him up into a hug. "Thank you, Dad," she said and he hugged her close just like she had for him. And when she pulled away, she pressed a kiss to his cheek before she spun and took her husband's hand.

Carl looked just as determined, but somehow he managed a grin. "And let's do it before Ben destroys the minivan." That earned him a slap and a worried laugh from his wife as the two set off for the path. They didn't even bother grabbing up his jacket.

Max just watched them go before he took aching two steps and brushed his hand over his wife's stone. His eyes never left Sandra's back and the worry never left his voice as he murmured, "I don't know what's going on. I missed so much. They need you, Starshine. Not me." He's never seen the girl behave like that before, and he felt sick because of it. He wanted to write it down to the stress of the last few days, but…

'_They need you, too, Max. They've always needed you. What would the boys do without you? And the girls… Their babies are going to need you so much, too, Max. Almost as much as I do. Hurry home. Please.' _

Max shuddered at the memory of those words, and what he said next. What he promised and what he never got to do. He was so busy trying to save the world from Vilgax and so far from home when his ended, but he knew what he should have said.

He said it now. "Okay."

And with that, he followed his kids down the path and followed them home as best he could as he felt every day of his life. They were just in sight of the open gates that separated the cemetery from the parking lot when Sandra and Carl both stopped and looked back at him. "I'm fine," Max said as he made his aching legs move faster so he could catch up.

They didn't listen. "Dad, are - ?" Sandra started as she all but dashed back up the path to him. She moved so fast that the hem of her skirt danced around her knees even as Max tried to wave her off.

But as bad as it was as she touched his arm and looked into his eyes again, the sight of the phone in his son's hands was even worse. "Just find somewhere to sit, Dad. I'm calling - "

"You don't have to call anyone," Max muttered, and he said it harder than he wanted to, because he saw them both jump at his tone. He made himself take a breath and sighed. "I'm just stiff. It was a long drive." And falling on his butt like an idiot didn't help anything.

"A long drive? I know that the minivan is smaller than what you're used to," Carl said with a grin that didn't touch his eyes or hide the worry, "but it's a damned sight more comfortable than that bucket of bolts that you - "

"There's nothing wrong with my old girl," Max said, offended on her behalf. Not as much as there was something wrong with _him. _His legs were finally loosening up, but his back just screamed and it kept on screaming until he made it pop. That felt so good that he just sighed and said, "And you wouldn't be any more eager to sit than I am if you just did a straight shot from Chicago either, you whippersnapper."

Max knew he said the wrong thing the second the words left his mouth, even before his daughter-in-law's dropped. "Chicago?" She said and the word was barely a whisper.

His son wasn't nearly as quiet as he grabbed Max by the arm. "Chicago?! We thought - You said you were heading down to Aunt Vera's after New York! That's where we thought you _were! Chicago?! _That's - " Carl's teeth clicked as he bit down on the next word and his mind raced. "That's a two day drive, Dad! Three! We called you _yesterday!" _

"We were heading that way, but the road called," Max said, and the fact that he never headed where he said he was over the phone. He never had. He _knew _better. "And it wasn't that bad, I know some shortcuts."

"Dad!" Sandra said as she just stared at him. "What were you - We could have _waited! _You didn't have to - We would have_! _Frank and Lili - Elna and Sigmund only rushed things so that - We thought you were at Aunt Vera's! That's just ten hours away, not - !"

"It didn't matter where I was," Max said as he reached out and took his son by the shoulder and let his eyes move from him to his wife. He didn't get mad. He didn't have any right to, but he could do serious. "I would have gotten the kids here no matter what. I didn't tell you because I knew you had enough on your plate. You didn't need to worry about me."

"Dad… we…"

"Natalie _needs _this, Carl. She needs to say goodbye. So does Frank and Gwen," Max said as he looked his son right in the eye and his boy looked away. "And so do you and Sandra. You need this more than I need a couple of hours of sleep. My back hurts, but that'll pass. This won't. Not without… You, all of you come _first." _

Carl shook his head at that and when he looked up he found his boy after all, because his son had the same desperate, confused look in his eyes now that every time he found out that they had to move. He never understood _why,_ not even Max explained things as well as he could when he couldn't say a word that was true, but he always tried to make it seem like an adventure. He kept shaking his head until he finally snorted. "Crazy old man."

"What he said." Sandra nodded, but her glare never wavered. Not until she finally hummed and leaned in so she could give Max another kiss on the cheek. Her eyes might have softened, but they didn't lose their worry. "Come on, let's get you home before you fall over. Again."

"If the van is still there. Ben has been left alone for a while," Carl said with a nod. It was a tease, mostly. And so was the, "Hey! Dad got a kiss!" he followed it up with as he rubbed his shoulder

"Your father is crazy _and _sweet_," _Sandra sniffed with her nose and she wrapped her arms around Max's and she didn't let go, but she didn't complain either when Carl came up and took her other arm.

"I'm sweet! Tell her dad."

"You're a _menace," _Sandra said as she turned to Max just so her husband couldn't kiss her.

Not that it stopped him, he just kissed her cheek instead as Max looked away, but it didn't stop his smile as he murmured. "You would be so bored if we weren't."

'_Sweet and smart, Max. You're going to love her.' _

"You know that you can't leave us alone," Carl said right back, and then his smile froze. All of theirs did. They didn't go away, but they were edged with worry and grief and they walked the last twenty feet to the gates as fast as Max's legs would let them.

"See, I told you that it would be fine," Sandra said as she pulled her arm free from Max and slapped her husband's hand like none of them heard her relieved sigh.

"He probably just got back," Carl said as he lifted their hands and kissed hers as they crossed the pavement for the almost empty parking lot.

She might have shaken her head, but it didn't hide her smile. "Honestly, you two… Did you really think he would just _drive _away?" Max didn't say a word, he just reached for the handle for the side door and pulled.

And nothing happened. Not until he heard a click that almost sent him diving for cover before he realized it was just his son unlocking the doors. "Works better that way, Dad," he heard his boy said as he jingled the keys and the little box that they were hooked onto that he was holding. Max knew he should have laughed, but...

He yanked on the door anyway and braced himself for an explosion that never happened. Unless you counted the snoring.

Ben just sat there in the middle seat with his head against the window and his hand on the bulge that the Omnitrix made under the long sleeves of his white dress shirt. His hair was a mess again and his coat and tie were both tossed in the back seat without even the slightest care paid, but besides that…

"The van's still in one piece?" Carl asked, and his son sounded delighted and surprised all at once as he came up beside Max.

Max just nodded as his heart slowed down as he stared at the boy. He looked so small when he was asleep. He always did. For all the things he'd done, all the people he'd saved… Why was it so hard to remember that he was only eleven? "Seems that way."

"You shouldn't sound so shocked, Dad," his boy teased. "Just how much trouble _did _he cause over the summer?"

"None," Max whispered as he stared at the boy. There was a bit of drool running down Ben's chin as he snored, and Max knew that if Gwen was here she'd be angling up her phone for a picture just so she could tease him with it later, and that Ben would chase her the second he found out and it would end the two of them screaming.

Screaming threats and promises, screaming just to _scream_ as they ran around and…

And as much as it drove him crazy over the last week, as much as it hurt watching them fight, he would have let them do it today. He would have let them run until they were exhausted and screamed until they were hoarse and glared at anyone who even thought about stopping them, but Gwen wasn't here, and Ben just slept as a sharp line creased his brow.

Max reached up so he could pull himself in so he could sit next to his grandson when he felt a hand touch his shoulder. "Can I?" Sandra asked as she stared at her son with wide sad eyes, before she looked at him_. _"Can I sit with him again, Max? I just… It's been weeks and… I just want to..."

Max tried to smile for her as he stared at his grandson and couldn't, but he managed a nod as he took a step back. The smile came a second later as he watched the woman settle in next to her son, as he watched her fuss over him and hooked his seatbelt and then hers. He saw her hesitate for just a moment before she wrapped an arm around her son's shoulders, and Max jumped because Ben slept so softly these days, but the boy didn't even flinch. Not even as she eased him away from the window so he could rest his head on her shoulder instead.

The whole time Sandra stared at her messy haired sleeping boy like he was the most precious thing in the world. Which he was. There was only one other who was just as good. Max closed his eyes because there should have been two, and when he opened his eyes again…

There were quiet tears running down his daughter-in-law's face as she rested her head against Ben's and she started to hum something as Max watched and Carl eased the sliding door closed. Something almost familiar.

"She hasn't sung that in _years_," Carl whispered even though that didn't hide the way his voice shook and he didn't move. He didn't even let go of the handle, he just stared at his wife and son through the window. "Ben - Ben wouldn't let her. He would just… He was so good today," Carl whispered. "Him and Gwen both."

"I know," Max whispered back. "They always are." That got another laugh, a short one as they both just stared. "Kenny would have been…"

"My Sandy Bear is right. He would have driven Frank and Lili _nuts _just like - just like…" Then there was a noise as he stared at the tinted window that hid his family. "It could have been him. Twelve years ago. It could have been…"

"It _wasn't,"_ Max said, his voice just as firm as his son's had been. He had to be firm, because if he wasn't, if he let himself remember just how hard Sandra's pregnancy was on her and all the close calls… Hard enough that they never tried for another, even though they always talked about it. "He's right here, Carl." Max said those words, but he looked through the window again, just to be sure.

"I know!" Carl snapped before he took a breath. "I know…. It's just… how do I look Frank in the eye when my son's here and…"

Max didn't know. He just reached up and squeezed his son's shoulder and asked, "How did you do it before now?"

"He needed me. Him and Lili both. They…" Carl just shook his head, "but he…"

"They still need you," Max said, the words so simple and true that they just slipped out as his boy bowed his head. "Just be there for him, Carl. That's all you can do. It's all anyone can do."

They were, but he was sure that they did just as much good as anything else he'd said until his son reached up to squeeze his hand and nodded. "'All anyone can do is their best.'"

They were the words that Max grew up with. They were the words he heard every summer when he went to live on the farm, and the words he'd done his best to pass on. "You should listen to him, son. Your great-grandfather knew what he was talking about."

"I wasn't thinking about him, Dad," Carl said as he shook his head.

Max sucked in a breath at those words. '_And you think that they don't need you, Space Man.' _

His son wiped his eyes with the back of his hand as he stood up straight, then he grinned at Max and punched his shoulder. "So let's get a move on, old man. People need us."

Max just nodded as he stared at his boy and pulled open the passenger side door. The second he heard his daughter-in-law. Her voice was soft and low and he could hear the tears in it as she held her sleeping son close, but it still filled the van as she sang, "My beautiful, beautiful baby boy."

'_Grandchildren. Can you even imagine, Max? We're going to have grandchildren. Our family is getting so big.' _

Max just smiled and listened. Her singing and his grandson's soft snoring and they sounded as good as any album he'd ever heard. Good enough that he had a grin of his own when he turned to pull himself up into his seat.

A grin that froze when he saw something on the was sitting right in the middle of the seat catch the sunlight. Something silver and green that was barely the size of a quarter, but still so heavy when Max picked it up with a shaking hand.

He didn't look at it. He didn't need to, he'd seen it before. His eyes just went to his sleeping grandson as he ran his thumb over the pendant. It was such a simple thing, an oval bit of silver with a loop at the top that usually had a leather cord snaked through it so that the man who owned it would never lose it. He felt the lines engraved into it through his calloused thumb, lines that were filled with turquoise, and came together to show the face of St. Jude.

It was such a simple thing, and it froze him in his tracks.

'_It's always something with you, Max. Always.'_

"Do you need - " he jumped at his son's words because he forgot that the boy was even there. Those and the next ones. "What's that?"

"Just - " Max started and swallowed hard. After he did, it was easier to fake his grin as he pocketed the pendant. "Just something that the kids got me. It must have fallen out of my pocket when I got out. And thanks, son, but I can manage. These old bones still have some life left in them." That got him another chuckle as his son waved a hand at him and disappeared around the back of the mini-van.

The second he did, Max looked around, but the parking lot was just as empty as he expected. He still looked anyway as he pulled himself into his seat, and kept looking even as his son climbed in next to him. His own sweet boy, who grinned even though his eyes glistened as he twisted around in his seat so he could squeeze his wife's knee and look at their sleeping boy.

There weren't any words. Not for what Max saw. Not for what he heard when his son finally settled into his seat and joined in with, "Out on the ocean sailing away, I can hardly wait," as he started them on their way home.

Max knew every word, but he didn't join in. He just felt the weight of that pendant as he stared out the window.

'_You're home now, Max. Just let it go. Please_.'

\- o - o - o - o - o -

"Ben? Ben?!"

Max jolted at those words and the commotion behind him. His back and his neck and his shoulders all screamed at him when he jerked his head and body around, especially after he heard Ben gasping for air, breathing hard and panicking. It set off every alarm bell in his head, and he reached for his plasma pistol and grabbed at empty air. Then he saw Sandra recoiling away from her son, whose wide eyes flickered around, looking for something that nobody else could see. Not even Max.

"I gotta! I gotta!" Ben said, his voice a frantic ramble while he tugged and yanked at his seatbelt and finally remembered the catch that set him free. His right hand went to his left arm and Max let out a strangled little noise of panic, but the shirt sleeve kept Ben from activating the Omnitrix, and that momentary delay was enough time for Ben to look confused and for Sandra to recover from the shock.

"Ben! _Please!" _Sandra begged as she reached for him.

"No!" Ben shouted at her as he kicked away from her hands and he only stopped when he ran out of seat, but his eyes never stopped as he gasped for breath. And Max spoke up before Carl could, hoping that his voice would bring his grandson back down to earth from wherever he'd gone inside of his head.

"Ben, we're okay. We're home." Max croaked out. Ben flinched from the words or his voice or maybe the combination of both. It did the trick, and the wild, frantic look in his eyes faded. Not entirely, but enough that he seemed to register where he was again.

"Grandpa?" Ben asked as he finally stopped looking everywhere and settled on him. "Where's - " he started, and Max could see when Ben's eyes drifted away from his face and looked through the front windshield and the closed garage door before he swiveled his head to the Town car they were packed next to and the Rustbucket that was out by the road beyond it.

"Ben, please!" Sandra gasped out. "What's wrong?" She was doing a little bit better than Carl was, who could only gape and wonder what his son was doing.

"I'vegottafindGwen!" Ben stammered, and jerked at the door handle on his side of the van. It didn't open, locked as it was, and Ben made an angry noise before jerking up the lock tab and forcing his way out of the vehicle. He hit the ground at a run, and didn't look back as he raced to the Rustbucket.

None of them said a word as Ben crashed into the side door of Max's RV, jerked at the handle a few times, then let out a scream before racing into the house. And then Sandra let out a sob, and Carl reached a hand back to her. She grabbed hold of it and squeezed it tight, while Max struggled to think of the right words to say.

He'd always struggled with words. Not like Verdona had. '_But you always knew what to do, didn't you, baby?' _And she was right, she usually was.

So Max ignored the fatigue and the aches in his back and legs from too much time sitting behind the wheel, and reached back and put his hand on top of his son and his daughter's. "He'll be okay. I told him…" Max sucked in a breath, and out came a lie. It was small and harmless, and necessary, but he still felt it. He felt every lie these days, and there were so many. He felt the weight of that pendant in his pocket, too, and he knew that the weight wasn't going to get any less. "I told him that he had to be there for Gwen."

He probably had, somewhere in those long hours where he tried to keep them from slipping into themselves. Max thought of all the things he'd tried to tell Ben, who sat up beside him in the passenger seat and fiddled with the dial of the Omnitrix, but never turned it on. Ben had nodded at all the right times, but...but he'd never heard a word of it, Max knew. If he had, he would have stopped. He would have just allowed himself to _feel_. But Ben hadn't, and neither had Gwen. And now, it was catching up with him. His grandson needed him. But Lili and Frank needed him, and Sandra and Carl needed him, and…

And...

Everybody needed Max Tennyson today, and all Max wanted to do was collapse and sleep like he hadn't been able to for almost two days. But…

'_But our sons need you. Our daughters need you.' _He could see her hand on her hip and that look on her face that brooked no argument. '_So get up…'_

He unbuckled his seatbelt, opened his door, and got out…

'_And be there for them.'_ So Max walked around outside of the van, opened up the side door, and set his hand on Sandra's shoulder. He wasn't surprised in the least when she spun around and pulled him into a hug.

"Come on." Max said, after five seconds of hugging her back as tightly as he dared. She was still shaking like a leaf. "He'll be all right. He's just keeping a promise." It was a lie, and at the same time, it wasn't. It made the bitterness just that little bit more tolerable.

"It was almost like he didn't recognize us." Carl muttered, and Max held back from flinching at the hurt in his son's voice. "I've never seen him that… that…"

"Probably just a bad dream." Max said and it didn't feel like a lie. Probably because it hadn't been. Max knew that panic. It hurt to see it on his grandson's face, though. Almost as much as…

He wiped a tear from his eye. "We're all probably going to have them for a while. But if we look after each other, we'll get through it." And then he pulled back away from Sandra and gave them both a smile he didn't really feel. "Lili and Frank need us, Sandra. She's family, and…"

"I'm not leaving Lili alone." Sandra said, and the tears were gone then. Max took a step back at the steel in her words. Something he hadn't felt from her in _years_ whenever Lili came up in conversation had settled back into place. "Not now. Not with _her_ here."

Max swallowed and nodded, and looked over to Carl. His son was just as surprised as he was. But they met each other's eyes and nodded, because it was what was right.

Tennysons stayed together. So they all left the van behind them and walked to the house that had a wide open front door, to be there for each other. Max sighed as he went, praying that Ben had found Gwen, that he'd been able to calm down…

" - _hooligan _is almost twelve years old!" he heard a woman's voice come crabbing through that open door and killed that hope and her crisp and curt tone grated like it always had. He saw Sandra come to a dead stop at the tone even as Elna walked up from the other side of the door, her hand reaching for it, but she wasn't looking out, just back. Back down the empty hall behind her. "His parents should have taught him _some _manners by now!"

Max felt the growl start in the back of his throat as he glared at the woman who was two years older and should have been a lot wiser than she was, and he understood just what Carl meant back in the graveyard. If he wasn't raised so well…

And then he heard a voice that _mattered _so much more than that old battleaxe's. His oldest boy, who sounded like he was down, but not out - not yet - as he sighed, "It's been a long day, Elna. You heard him. He has to go."

That should have been the end of it, but Elna shook her head as she turned her glare to the side. "That's no excuse, Frank. Can't _any _of you teach him that little _menac_e - ?"

That was as far as she got. Max heard Sandra suck in a breath from behind him and he could just imagine the look in his son's eyes at those words. They would have looked just like his, they always did. "Now - " Max started to say before his boy could. And that was as far as _he _got, too, before he heard it, the sob that tore the air and all the ones that came after it.

"Lili?" Max breathed with worry even as Elna turned and called out, "Natalie?"

Max managed a single step before he almost got bowled over by his other daughter. He always forgot how fast the girl was when she needed to be, and how determined. "Sandra!" Elna gasped as the blond woman shot right through the door, and his girl didn't even bother to glance at the other woman as she disappeared into the house.

His son was barely a step behind and gave the old woman just as much care.

"Carl!" Elna called out and she looked so put out before she made a little noise of dismay as she followed in a measured cadence that was so _proper_. While Max...

_Stop worrying about what you're going to say! She doesn't expect you to fix her problems, Max. Neither of the girls do! Just be there!' _

Max nodded as he grabbed the door frame and turned, Max always - he loved Carl and Sandra. He loved them with all his heart, but he always thought that Frank and Lili were the stronger ones. The ones who would never break. He had ever since Verdona told him what happened with Lili's parents all those years ago. The parts that his wife could get out before she would just turn away and start muttering curses, anyway.

When the storm passed, when she was finally spent and in his arms, she would just shake her head and murmur, '_She's a fighter, Max. Our boy picked well.'_

But everyone had their limits. Everyone. Even if he'd gone deaf, Max would have known that Frank and Natalie were well past theirs. One look was enough to see that. Natalie had collapsed against her husband with her face buried in his shoulder and what little of it Max could see was almost white. The only part of her that had any color was her hair, hair that her husband was stroking as she sobbed so hard her body _shook. _And Frank, his dear sweet _stubborn _boy, he barely looked any better as he clutched at her like she was the last thing in his world. He couldn't see his boy's face either, not with it behind his wife's head, but he could see his shoulders shaking.

Everyone could surprise you, too.

For the second time in as many minutes, Sandra did. Her eyes were wet with tears, too, but she sank down on the couch behind Lili and wrapped herself around the woman she usually ended up screaming at, and when Lili reached a shaking hand back, Sandra took it without a second's hesitation and just _squeezed. _

It should have been amazing, but Max couldn't help remembering all the times he saw the two women like that back when Verdona was still with them and both couples were living under his roof. It wasn't for long, not for more than a few weeks, but still…

He was sure that they'd both forgotten all about when they were sisters instead of whatever they turned into after they lost Verdona and the kids were born. Maybe he was wrong. He hoped he was. If even that much good came out of today, then…

And his boys, his wonderful boys…

Frank and Carl always looked just as ready to take a swing at each other as they were to hit the diamond together when they were growing up, and even if it mellowed down to them getting a beer together on Sundays that never went away. Not really, but there was none of that right now. Not as Carl slid down from the couch's arm and just wrapped his hand around his brother's shoulder and squeezed.

Seeing the four of them like that was the closest thing to a miracle that Max had seen in a long, long time, and he'd be damned if he let anyone ruin it now.

"Elna," Max muttered in a warning as the woman rushed across the living room toward them. If his back and legs didn't hurt so much he wouldn't have needed a warning, he would have just caught her and dragged her out of that room by her perfectly colored and styled hair if he had to.

But she was too fast and he was too old and worn out. "Natalie," Elna said as she stopped just in front of them and he saw every last one of his kids tense at her tone, but only one of them looked up.

"You've done enough, _Mother_," Sandra hissed as she hugged Lili closer and the look in her eyes was one he'd never imagined her having as the woman in her arms just kept crying. "Go make some _tea." _

"She's _my - " _Elna tried.

"We've got them," Carl said from over his brother's shoulder, and the words would have been warmer if they were a snarl. "Go _sit." _

Max saw Elna go ramrod straight at the words and he could just imagine the storm on her face at those words, a storm that would fill the whole house unless he stopped her. He put his hand on her shoulder. He didn't squeeze. He didn't have to, he just wanted her to know that he was there, and that Tennysons looked out for each other. "Come on, Elna. Let the kids - "

"No!" Elna said as she almost shoved his hand away, and the look she gave him…

Max sucked in a slow breath of air and tried to remember that today was _not_ a good day to snap back at her. That she didn't deserve it, even if Verdona had always _hated her_. She was still Lili's mother, and...

And it didn't matter. Not after Natalie let out a low keening wail that almost drove Max back down to his knees.

It did drive Elna to hers. She moved so gracefully even for her age as she knelt in front of her daughter, as she reached up and put her hand on Lili's knee. Not that Lili noticed, not that Lili was noticing _anything. _She wasn't making a sound now, but she was still shaking, or she was until her mother sighed and murmured, and her voice…

It didn't lose a single bit of it nails on a chalkboard _properness_, but there was something else in it now. Something that crept into her voice as little as her accent did, but they were both there now. "Kenneth would have...He might have been a hooligan like Benjamin, but he would have been so much more than that, too. You didn't let him down. This wasn't your fault, it just happens."

Every eye in the room was on the woman, all but one. Max wasn't even sure if Lili could hear her mother because the sobs didn't stop, but maybe… maybe they got softer.

He saw a shudder go through Elna, and her accent get thicker. "You aren't going to forget him, either, my Little June Bug. He will always be a part of you. He will always be your son. The fact that he… left us so soon doesn't change that. You will always love him just like you will Gwendolyn. He will always be yours."

The room went so quiet at that, and no one moved. Natalie still didn't, not even as she said the first word that Max had heard out of her all day. "Promise?"

Elna didn't answer, she just nodded as she leaned forward and rested her forehead on her daughter's knee as she took a shuddering breath. It may have just been the light, but he thought he saw her shoulders shake. It wasn't the light when Lili let go of Sandra's hand and put hers on her mother's head. It wasn't when Sandra did the same thing, even if she did do it so slowly.

Frank did. "Of course she does, Lili. Mom doesn't say a word she doesn't mean," he said as he kissed the top of his wife's head before he buried his face in it again.

Max just stood there and watched over them, all of them. As he realized… As his hand brushed over his pocket and...

Him and one other. "_Good. Good. This is good, this is..." _the words were said as soft as a prayer, but Max still heard them and all but spun around because he never even heard the man behind him walked up and...

And the other man didn't even notice. Not the spin, not Max's hand as it reached for the air over his hip again. No, Sigmund's dark eyes just watched over everyone on the couch as he let out another sigh. He didn't look away, but he did whisper, "Could I borrow you for moment, Max?"

Max gave his kids one last look as they held onto each other and he just nodded. No one here needed him.

He didn't say a word as Lili's father led him down the hall, but he had a moment's hope as he walked by the kitchen that he'd find the kids in there with their heads buried in the fridge like he had so many times already this summer. He would have given _anything _if they were, if they were fighting over a carton of ice cream like they had so many times last summer, even if it ended up splattered all over them and everything else, too.

Again.

But the kitchen was empty and he kept following Sigmund as he lead Max down the hall and to the door at the end of it, the one right next to the staircase. It was open just a hair, just enough to let in a line of sunlight. "The kids are outside?" Max asked, almost glad as the other man reached for the knob, and he listened for their shouts as they ran and played, or their screams as they took today out on each other.

He braced himself for either, but he didn't hear a thing. Not from outside anyway, but he heard something from upstairs.

Something that made him stop and take the first step and then the next. He was halfway up the stairs and building up a head of worries when he heard Gwen talking. Her voice was so soft that he couldn't make any words out, but…

He knew the sound of his grandson's feet shifting on the floor. It was enough to calm him down. They were together. Thank God. Now, he could go up and…

"Max?" Sigmund called out and he could hear the confusion in his voice.

"I was just going to check on the…"

"Gwen's upstairs," the other man, the other grandpa said before he could even finish. "We thought… she was so good today, but we could see that she needed a minute to herself after she got home. Your Ben is up there, too, I heard him go charging up, but… but they've been quiet ever since." He by Max and up the stairs and then back the way they'd come and every bit of him seemed to droop a little, even his mustache. "Since neither of us are needed...It will only take a minute."

Max had only ever been one man. One man pulled a dozen different directions, making as many promises as he could. He wanted to be there for everyone. He wanted to be there for his sons, for his daughters, for his grandchildren.

'_The kids have each other, Max. Who needs you more right now?'_

So Max bowed his head, turned around, and followed the other man outside, hoping that his children and grandchildren would forgive him and be okay for a little bit longer.

Max's followed the man through the back door and the screen door beyond it and only closed one as he stepped out onto the covered porch. His eyes flickered around his son's backyard as he tried to take in as much as possible without seeing a thing except for whatever the problem was, but there wasn't a thing back here that didn't belong.

"What do you need help with?" Max said as he finally looked back at the other man, who was already moving towards the table that was in the middle of the deck. It was a simple thing made out of metal and glass with six chairs around it, chairs that were already pulled out and lined up by the house.

"I was thinking that we could move this out into the sun," Sigmund said as he took off his coat and draped it over one of the deck chairs. "I tried to do it myself, but it's a bit too much for me and I don't want to scratch the deck."

Max just stared and stared until he just let out a hissing breath. "This is… you're rearranging _deck chairs?" _He shook his head and waved the idea off as he turned back. "I'm going to go check on the kids."

His hand was on the screen door's handle when he heard the man whisper. "I don't know what else to do."

It was such a small thing, but it was enough that Max turned back. Sigmund wasn't looking at him, he was just leaning on the table with his head down. "I know it's stupid, Max, but after Elna…" he stopped there and shuddered. "I'd find her out in our garden every day. Sitting there, sitting out in the sun with her feet in the grass…. For the longest time it seemed like that was the only thing that made her happy and I was hoping…"

Max let his hand slip off the handle. "I'm sorry. I didn't…" Then he took a breath of his own before he nodded. "Okay. You take one end and I'll - "

"No," Sigmund said with a shake of his head as he pushed himself up. "No, it was a stupid idea. Go check on the kids, Max, I'm just going to…" he didn't finish, he just sank into one of the chairs and stared out.

He kept staring, even as Max sank into the chair next to the left of his. "It wasn't stupid. It was…" he didn't know. He didn't have the words.

Sigmund did. All the ones that mattered. "It's beautiful out here."

It was. The flowerbeds out front were neat and orderly because Lili kept them trimmed to within an inch of their lives, but back here - back behind the fences - she let the rose bushes grow wild just like Verdona used to. Max looked at them all, took in all the yellow flowers and breathed in their scent and…

'_I am not, you crazy man! Look at me! I'm covered in dirt and pollen! I'm a mess! Max! Max!' _

"Are you all right, Max?" Sigmund asked with real concern.

Max didn't say a word and he didn't move his hand from over his eyes, he just nodded as he tried to forget how his wife looked after a day out in her garden, how she laughed as he picked her up and carried her upstairs. How she looked at him after with hooded, happy eyes.

It didn't fool Sigmund, not for a second, but he didn't ask again either. Not about that. "It's beautiful out here. It always is. I wish that I knew where Natalie found the roses. She's given us some, but the don't grow nearly as well at home as they do here and we can't find any more."

"He wouldn't. They're rare," Max somehow got out. And somehow that made the next words easier, the words and the memories of the girls working together outside of the house, neither of them looking at the scorched walls or saying a word as they worked bent over even though their bellies were already getting big. "Verdona grew them. After the fire… After the fire the girls saved as many bushes as they could, but…"

But he never thought that they would last. They barely survived those years at Vera's house until the kids got their own and replanted them. He was sure that would be the end of them. It wasn't like either of his daughters-in-law had green thumbs, and his sons sure didn't, but they did. If anything the roses thrived, which was why it was always so hard to visit… Why he had always picked up the kids at school if he could.

"I'm sorry," Sigmund murmured again. "I didn't know. We can go back inside if…"

"No. No, you're right. It is beautiful out here," Max said as he let his hand drop and finally looked. As he just took in everything his wife and his daughter had made and a part of him wondered…

Would Gwen grow them, too, one day? He hoped so. Would Kenny have helped? The thought rocked him again. Losing one was bad enough, but two? "I'm sorry, about what you and Elna went through, Sigmund. I didn't know."

Lili's father shook his head at that. "No one did, Max. Elna didn't want a fuss from our friends and the boys were too little to understand. Natalie - Natalie wasn't even - ." He smiled just for a second, loving and hurt all at the same time. "There were days when I was amazed that Elna even told me, but I'm glad that she finally told… Maybe - maybe knowing that she isn't alone will…" and then the smile melted and he sagged down and his head went to his hands. And his next words were thick with emotion and an accent he always kept so carefully locked away. "I prayed that my daughter would be spared this pain. My daughter and Frank both. Every day I prayed..."

Max squeezed his hands again, squeezed them tight because… because they didn't deserve this. No one did, but he couldn't help forget... He tried to bite down on the words like he had been for the last twelve years, but they slipped out anyway. "I'm glad you're worried about that now." He didn't spit them out, he never would. They were barely more than a whisper, a bitter cold one.

Words that hit Sigmund like a truck. He went pale under his mustache as he spun around, and then his face went red as he shoved himself back to his feet. ""I thought - ! She was _nineteen, _Max! My daughter wasn't even halfway through college and she came home with a boy we didn't know and she told us _that_! What were we supposed to do! I thought - " he didn't shout either, but every word was a growl but the last. "I thought that you understood."

Max watched the man storm away at that, and a mean little part of him thought that his Verdona was right, the man really did look like a walrus, but the rest… "I did understand," Max finally said as the man reached for the door and the bitterness cracked just enough for him to admit it. That was what made it so hard. "If she was my daughter…" He didn't know, but that wasn't the hardest part. "But she's my Pumpkin."

He said those words even softer, and they hit harder. They hit like a mountain, and sent Sigmund wobbling back for a chair. A chair that he sank into as he buried his face in his hands. "_The only thing that anyone remembers is all of your mistakes," _Max heard those whispered words and they tasted like fermented fish as the other man tried to catch his breath. When he did, or almost did he just nodded. "I know. I don't know why I thought you… Natalie hasn't forgiven us either. Not really. She wouldn't even let us help when Gwendolyn had her heart set on Bancroft even though it would have meant that all those weekends I spent golfing with the governor would have finally been good for _something._"

Max didn't say a word as the other man shook his head and somehow seemed smaller in the other seat. What could he say? That he was glad that his granddaughter wasn't in a boarding school clear across the country and he was more than a little sure that she was, too, because she never seemed all that broken hearted about it. Not that he knew how to tell Sigmund that.

It turned out he didn't have to. Not as he watched Sigmund brush a hand over his mustache and sigh, "Not I that blame her. The second we saw Gwen I knew... Did you see her today? Our Gwendolyn was… she was a proper lady and so strong for her parents. If the rest of my grandchildren were even half as good as she is, then…" he laughed a bit, a bitter one, and shook his head. "Sunny alone has put more gray hairs on my head than I'd ever care to admit, and I hear that she's already demanding another car from her father. I told Lucas that he was a fool for even thinking about it after what she did to the last one… But he loves that girl. And she - she can't hold a candle to your Benjamin, much less Gwendolyn. "

If he'd said that at any other time, Max would have bristled. Now he just looked at the man and felt sad for him. "Ben would surprise you." If he only knew. If Max could just _tell _him just how good their grandchildren really were.

If he didn't still have the pendant in his pocket. He reached down and felt the lump of it in his pants pocket. He wanted to take it out, to look at it again just so he'd be _sure_. Or just throw it away. He could. He knew that, but…

Max squeezed it instead, squeezed until the edge of the silver disk dug into his palm. "He would amaze you if you would just give him a chance and stop barking orders at him."

"I - " the other man bristled for a second before he gave up and buried his head in his hands, but it didn't hide his nod. "I owe him an apology. He didn't deserve that from me."

"No. He didn't," Max said, his voice as hard as his eyes as he stared at the other man and remembered the story he heard. Nobody _grabbed _his grandson. Nobody _dragged _him anywhere. Nobody -

'_Nobody will ever be good enough for you, Max. Not for our boys, but I can't do this all by myself! I know that your sister's a bit odd, but...' _

Those words, her words and the guilt that came with them made him drop his eyes as he remembered his wife standing there with two babies who left her so tired that she was crying while he…

He didn't know how she did it while he was gone. He didn't know how he could do it without her. Not alone. He looked up at the man who his wife had so many names for, at the man who raised his daughter-in-law into a fighter and remembered how his wife took a chance, once. "He would surprise you, Sigmund and - and I would feel better knowing that he still had someone looking out for him if anything…" That was as far as he went. That was as far as he could go.

Anything more felt like tempting fate, and he knew better.

He watched the other man stiffen at the words, watched him turn his head and saw the worry in those blue eyes. "Is - is there something we should know about, Max? Something the kids should?"

"No," Max said as his hand became a vice around the pendant because it was so small, but it felt so heavy. "But after today…"

That got a nod and took away some of the worry, but only some, as he looked away. "It would be like me asking you to look after Sunny if - "

"I would," Max said without a second's thought. Even with all he heard about the girl from Lili, he would just because she would need it. Kids always needed a grandpa.

Sigmund's eyes came back to him as he frowned at that, at him, and then he nodded. "I do believe you would at that, Max." The man let out a nervous little chuckle and shook his head. "Craziness. He would still have Sandra's parents."

Max froze at those words, because as much as his Verdona might have ranted about the man who was sitting next to him and his wife, for all the curses and threats… She at least _talked _about them. The only thing she ever did when he asked about Sandra's was sink into his arms and the little bit she said, '_That poor girl. She's so strong, Max. That she could still be smiling after everything they did to tear her down, to make her fit in their world when she was meant to be free.' _

"They aren't in the picture."

Sigmund nodded again at that, but he didn't look surprised. "All right, Max. If something… Elna and I would look after the boy just like we would Gwen." Then there was a ghost of a smile on his face. "We might even teach him some manners."

There was a real one on Max's, a wide relieved grin as he settled back in his chair. "And he might teach you both how to lighten up."

The laugh that came from that was warm and real, too. "He might at that, Max. He just might. He is stubborn enough." They didn't say a word after that. Not for a long time. Then he heard a soft, "It is beautiful out here."

"You should tell her that," Max said as he looked out again and remembered. As for once he didn't run. He just took it all in. "Lili would love to hear it."

"It's not my place…"

\- o - o - o - o - o -

_It was quiet after that… Quiet until the screen door opened with such a bang that Max's eyes shot open. He spun around in his seat just in time to see a little boy with bright red hair and who was barely out of diapers coming shooting out into the back yard, his every breath a laugh._

"_Kenny!" Gwen shouted his name as she bolted out after him. He could see just how hard his grand daughter was trying to sound firm, but the curl of her lips gave her away. _

_He wasn't the least bit surprised when Ben burst out of the house a second later with a laugh all his own as he grabbed for her, "Run, Kenny! I've got her!" _

"_Ben! Stop it!" Gwen shouted with a squeal of her own. _

_Max settled back to watch the grand chase even as the seat next to him squeaked as someone filled it, and when a hand took his…_

_One that he hadn't felt in so, so long..._

_He laughed almost as hard as they did when Gwen scooped the boy up and Ben grabbed them both. He wanted to turn, but it was enough that he felt her head on his shoulder again. 'Look at them, Max. Our grandchildren. Aren't they sweet together?' _

_Max just nodded and leaned back against her. When the kids saw him, saw them, and came running and shouting for him he just wanted to - _

'_Do you really have to go?'_

\- o - o - o - o - o -

Max jerked awake at those words and his eyes went right to the empty backyard in front of him before he jolted his head to the right, but the chairs were all as empty as his hand.

All but the last, where Sigmund still was. He was leaning forward as he rubbed at his eyes and when he finally looked up, he yawned and said, "I think we drifted off, Max. What time is it?"

Max was about to reach for his watch when he just looked up and saw the red sky over his head instead. Max stared at it for what felt like forever as he squeezed the pendant he was still holding before he pushed himself to his feet. "I have to check on the kids."

Sigmund might have nodded, might have even said something, but if he did Max didn't notice. He yanked the door open and almost froze when he heard someone in the kitchen and more noises in the living room beyond, almost until he heard Elna call out, "Where does Natalie keep the potatoes, Sandra? Sandra?"

He wanted to stop, he wanted to keep that explosion from happening, but he ignored them both as he raced up the stairs and past all the photographs that covered the wall and stared at him. "Ben? Gwen? K - " he called out. Somehow he bit off the third name that was right there as his heart hammered because he hadn't heard them make a _sound. _

"Stupid," Max muttered to himself as he took the stairs two at a time. Falling asleep like that. He should have…

He could almost see the empty rooms that he knew he'd find. The open window. The report on the news. He _knew _how much they loved being heroes, how they went looking for trouble just so they could feel like they _did _something and how appealing that would look after a day like today, but…

But they hadn't eaten, they hadn't slept and it wasn't a _game, _no matter how much they seemed to think it was. "Ben! Gw - !" Max called out again as he hit the hallway upstairs and it looked just as empty as he knew it would. All the doors were closed except for what used to be his son's home office and that one was just cracked out, but he knew better than to think that Ben would be in _there. _

Unless…

"Ben? Gwen?" He called out again as he reached out and tried to brace himself for the nursery he'd only heard about and given some advice for. Tried to, and he still felt sick when he saw the crib and everything else. Everything that his sons and daughters had worked on together for nothing. The only mercy was that the room was empty. "

He wondered if he should even bother checking on the rest when he couldn't do a thing up here. He needed to get in the Rustbucket and -

" - easy, Pumpkin," he heard his oldest son's voice come from the room to his left.

He was wrong. Not all the doors were closed tight. The one to Gwen's bedroom was just cracked open, but Max hesitated for just a second before gave it a push. The room was just barely lit by the red light that somehow managed to get through the curtains, but it was enough. Enough for him to see his son kneeling in front of his granddaughter as she sat perched on the edge of her bed in his Hawaiian shirt again, with her bare knees just peeking out from under it.

His Pumpkin looked so tired and it was a good thing that the covers were already pulled back because he could tell just from the way her head and shoulders were slumped that she was ready to drop. She might have already if she didn't have a cup pressed against her lips.

A cup held by trembling hands as she drank every drop like it was the first bit of water she'd had in _days. _

"Easy," his son said again with something almost like a laugh in his voice as his hand hovering right next to the cup. Max couldn't see his son's face, he could barely see the light reflecting off of his glasses, but he wished he could. He hoped that his son had come back, that maybe Elna's words had done what his never could. Maybe they did, because his son's voice was as rough as gravel, but it almost sounded like him as Gwen finally finished and handed the cup back to him. "Did you have enough, Sweetie? Do you want some more?"

Gwen just shook her head and crunched her face at that, and her hand went to her eyes as her father kissed the top of her head and put the cup down on her lamp stand. "Then why don't you lie down? You must have missed your bed so much."

Max wished that he didn't smile when he saw her shake her head again. It was such a small thing, but…

"Where's Ben?" His granddaughter's voice sounded just as rough as her father's did and Max felt his breath catch as she looked up, as she looked right at him and her eyes were _so _red and puffy. He _knew _he should be glad that she _finally _cried, finally let herself feel, but when seeing that much pain in her eyes…

'_Don't - don't cry, boys. It's hard enough on your father when he has to go as it is. We have to be brave for him. He'll be home soon.' _

"Grandpa?" he heard Gwen ask as she sank her hands into the mattress and her father suck in a breath as he turned, too, but all Max saw was his son when he was the same age. "Where's Ben?"

"I don't know, Pumpkin, but - " Max started as he raised his hands up and hurried forward because he _knew _his Gwen. He knew she was ready to push herself up and go look herself even though Max didn't think she'd make it more than a couple of steps.

She didn't even make it out of _bed _before her father caught her shoulder. "You don't have to worry about your cousin, Honey, his dad's getting him ready for bed, too. They're all spending the night, doesn't that sound like fun?" Somehow, even as rough as his boy sounded, Frank still managed another smile at those words. A real one, Max knew all the fakes, he just never imagined seeing one now.

It didn't match the one that spread across Gwen's face as she nodded and sank back down into her bed. Max took a step forward because he'd tucked both of his grandkids in a few times over the last few weeks, but it was never enough.

"I got her, Dad," his son said and Max stopped as Frank took the honor, as he pulled the covers up over his daughter and right up to her chin, just the way she liked them. He kissed her head, then, and his whisper filled the dark bedroom. "Do you need anything else, Honey?"

"B'n," was all that Gwen said as she pulled _something _small and fuzzy off of her pillow and curled up around it_. _

"I know you do," Frank's laugh was real and tear-filled as he ran his hand through her hair. "You can play with him tomorrow. I promise."

Gwen made another noise at that, but then she went quiet. So quiet that neither of them dared or wanted to move until her soft snore filled the room. Max could have stayed there all night and just watched over her. He wanted to, and he was sure that her father would do the same until he spun and all but ran by him and out of the room and Max...

'_You don't have to stand in the doorway, Space Man. They're your boys, too. Come and help.'_

"Frank?" Max whispered as he finally hurried after his boy, who barely made it three steps into the hall. Now he was just standing hunched over with his hands on his knees in the middle of the hall and breathing hard. The _only _thing that kept Max from going right to him was the second it took for him to close the door behind him. His boy looked so close to the edge and Max didn't blame him one bit, but he knew that Frank would never forgive himself if he woke his daughter up now.

The door clicked shut just before the first sob tore through his boy and Max froze. If it was Carl or the girls or the kids he would know _just _what he should do, but it wasn't.

His oldest didn't even _look _at him when they buried his mother. Not that Max ever blamed him. Not that it _mattered _when his boy was hurting. "Frank?" he asked as he made himself take that step, his voice soft and low as he reached for the other man's shaking shoulder.

"I'm fine," the man in front of him gasped out as he shook his head and Max froze again. For a second, then his hand went to his pocket and pulled out the little white cloth with little pumpkins on it that his Pumpkin gave him for Father's Day years ago that he'd taken today just for her, but he was sure she wouldn't mind just this once. One that his boy took with a strangled laugh. "Always prepared."

"For anything," Max said, his voice tight as he watched his son's back as he wiped his eyes and blew his nose. "How's Gwen?" It wasn't what the question he wanted to ask. Not now, but it was the one that got an answer.

Frank shook his head before he looked up and his gaze crossed the hall. "We found them in _there," _he said as he glared at the closed door. "I don't even _know _what they were doing… We found them in there together on the floor in front of the c - cr - " his son's voice caught on the word and Max braced himself to catch _him, _but his son kept going. He almost even laughed. "You should have seen them, Max. The two of them all curled up together in their sleep together. They looked just like they did when they were..."

"I remember those days," Max said. How couldn't he? His grandchildren were inseparable back then as they were at each other's throats later. On the worst days of this summer and the last it was just the memory of how peaceful they used to look in that crib that kept him going, that gave him _hope. _If they were like that again, if they were like that now when they needed each other the most...

Then maybe there was still hope for him and his sons, too.

That thought was what finally made him cross cross the distance between them and clamped his hand on his boy's shoulder even as Frank let another sob. He felt his son's back go stiff at the touch before he sagged against it. "It's going to be - " he started with what he hoped were the right words.

But his son didn't listen. He didn't do anything but stare and whisper. "You were right, Max. We - we should have told her. Then maybe she would have had a good memory about her brother, not…"

"You hoped for the best, Frank," Max said as his throat got tight. "Don't… you didn't know. You couldn't have. Don't blame yourself." He wanted to pull his boy into a hug, but Frank… Frank wasn't Carl, so he just gave his arm a squeeze. "How are you doing, Frank? How is Lili?"

"She's still asleep," Frank murmured as he shook his head and ignored the first part of the question. "Sandy's staying with her… I didn't want to leave her on the couch, but I needed to see my daughter. I just…" he trailed off there as words failed him.

It was something that Max never thought he'd see. It was something that Max never wanted to see any more than the haunted look in his son's eyes. Words had never failed his boy before, not when he was little or in the courtrooms that Max sometimes snuck into just so he could watch the man his son had become at work. Not that Frank ever knew. He always slipped out before he was seen.

Max didn't want to embarrass him.

"It's okay, Frank, I'm sure that - " Max started as he gave his boy's arm a squeeze.

But his boy didn't feel it. He wasn't even sure if his boy heard him when he looked back at the door that they'd both just crept out of as he managed to find some words after all. "I hope you don't mind that we borrowed your shirt again. Gwen wasn't up to putting on her pajamas and - and I didn't want to leave her just to dig up a - "

"Don't worry about it, Frank. She can have it for as long as she likes. I have more." Max gave his son's arm a tug. "Come on. Why don't we find somewhere we can sit and - "

And that was as far as he got before he heard the door at the end of the hall open as his other son said, "That's it, Buddy. One foot in front of the other. We'll get you settled soon."

Max turned and watched as Carl made his way out of Frank and Lili's bedroom with his arm around Ben, who was sagging against his dad in a way he never would have if he'd been even a little bit more awake. He was wearing an old t-shirt that said **University of Berkeley** and a pair of black shorts that looked ready to drop even with the cord tied back as tight as it would go. He wouldn't wear them any more than he'd let his father hold him up, but he didn't care about those either right now. He just looked around with barely open eyes and croaked out, "G'wn?"

"She's in bed, Sport," his father said as he squeezed his boy to him..Ben blinked and rubbed at his face with his watch hand again and the stuffed animal he was clutching in it. A little stuffed lion that Max had never seen before and couldn't imagine where the boy had gotten it from, but it was Ben and he had a knack for finding the impossible. "Which is where you should be. Where can I put him, Frank?"

Frank shuddered at the question like it was hard, and maybe it was right now because he shook his head. "I don't… God, Elna and Sigmund are going to take the guest room and you two are taking the foldout downstairs. Maybe on the love seat? I don't know where else he could fit. Can you think of anywhere, Max?" His boy asked before he jerked his head up. "Max! I forgot! We can put him in with you, Dad."

Carl nodded at that. "I'm sure he wouldn't mind. He loves it - "

Max just stared at them. He knew all the words he _should _be saying, but they wouldn't come out. Not with that pendant in his pocket, not when he knew what it meant. If Ben came with him…

He looked at the boy who looked dead on his feet in clothes that wouldn't fit for another six years if he was like his father and he _couldn't. _Not even for Wes. "He deserves something better than those old bunks after today."

Frank blinked at him before he shook his head and chuckled. "That's what I always said, but they have to be more comfortable than that love -

Frank might have said something else, he didn't take his eyes off of Max's and Max couldn't meet them, but Ben swayed again and repeated, "Wh'r's Gw'n?"

Max stared down at his grandson, stared at the watch on his wrist and felt the pendant in his pocket get that much heavier. Heavy enough that his tongue felt like lead as he said, "She's okay, Ben. She's in bed. Just relax."

"Gr-npa?" Ben muttered as he pushed his head up and looked at Max with eyes every bit as tired as Gwen's had been and Max still felt, but somehow the boy managed a smile even as he rubbed at his eyes again, but when his hand dropped Max could see the worry crease his forehead. "She's in the Rus'bucket? Are we - ?"

"No," Max said, his mouth dry as stared at the boy and he felt his stare at him. "No… I think - I think we're going to have to put summer on hold for a while, Sport. Your parents need you. So does Gwen. Looking out for them is your job."

Max braced himself for the fit he was sure that those words were going to bring, especially when Ben's shoulder's tensed and his left hand tightening into a fist. Then his eyes flickered up at his dad and he just nodded and looked so serious as he said "Yeah," and sagged against his dad's side again in a way that didn't look like a hug even before Ben's eyes slid closed.

Not at all.

Nothing could have hid Max's pride in that second as he reached up and ruffled the boy's hair, but somehow he managed to hide how tight his voice was as he added, "I knew I could count on you, Ben."

Event three-quarters asleep those words made Ben smile as he muttered, "'Course you can, Grandpa. I'm a hero."

Max's breath caught at those words as the boy's father just smiled and ruffled his hair. "You sure are, Sport. Come on, we're all bunking downstairs tonight. You're lucky, you get the love seat all to - "

Ben's eyes flew open again, his red and tired eyes. "But… I gotta…"

"Put him in with Gwen," Max whispered as he stared at the skinny boy with messy hair in his borrowed clothes. His sons' eyes flew up to him in surprise while Ben just closed his again and Max still couldn't meet them, but he didn't need to. "He deserves a real bed after today."

"Dad…" Carl said as he scowled and looked down at his son. "I don't think… Gwen's only got a double wide bed. They'd be... "

"Dad's right," Frank cut in as he gave Ben a tired smile as he reached over and squeezed the boy's shoulder. When he looked up, he didn't have any trouble meeting his brother's eyes. "He deserves a bed and they've shared before."

Carl shook his head at that as he gave the boy who was pressed against his side another look. "The last time they shared a bed it still had _bars _on the side, Frank. They're getting older. I don't think - "

Frank cut his brother off with something that almost sounded like a laugh before he said, "I think I can trust Ben with her, Carl."

Carl shook his head and gave them both a look and sighed. "You're both crazy. If they freak out when they wake up tomorrow…" They would deal. They always dealt. It was so obvious that no one even had to say it, and Max watched his shoulders slump as he gave in. "Come on, Sport. Let's tuck you in."

Max kept watching as his boy led his grandson into the room and to the other side of the bed from where Gwen was still curled up. Max saw Ben's head turn and for one second he was sure that the boy would freak out just like Carl predicted, but he didn't. He just sank into the bed and didn't say a word as his father pulled up the covers over him. He didn't even say a word when his father leaned over and ruffled his hair again. He watched it all and he wanted to help, but…

"You - Are you okay, Max?" Frank asked as he stepped up so he could watch, too, but for the first time all night he felt his boy's eyes on him. For the first time he heard real worry now that his voice was steady. "Carl told me what happened at the…" he started before the rest of his words just died away.

"I'm… I'm... " Max closed brought his hand up to his eyes and he wished he had one more lie in him. Just one, but he didn't. Not even one more word. "I can't… I have to…"

Not when his son just stared into his eyes and whispered, "Oh," There was so much in that one sound. So much pain, so much disappointment, so many years and broken promises. Max didn't want to look, but he had to. He wasn't the least bit surprised when he saw his son staring right at him, or at how his boy's shoulders slumped. "Do you - do you _have to_? Can't you - can't you _sleep _on it? Maybe -maybe you would feel better - You don't have to go, Dad! I'll find you _somewhere - _"

"I'm sorry," Max whispered the only words he could think of as he reached for his son's arm and the only words that were never enough. If it was for anyone else but Wes had left that pendant, had come today… But it was and he wouldn't be here if it wasn't important. "I - I won't be gone for long."

"Don't - " Frank bit out as he went to slap Max's hand away. "Don't - !" he started again as Max let his hand drop and waited for everything that he deserved, but his son surprised him with something even worse than anger. "Don't… don't be sorry, M - Dad. Today… Carl - " he started as his eyes darted down the stairs, "- Carl figured it out years ago. I should have listened. I should have…"

Max felt his stomach drop as he looked back at his other son, who just looked at him and nodded. He knew - he knew he should find out how much they knew, how they found out, how he let the secret that he swore to take to his grave slip out, but he couldn't. He didn't have it in him. He barely had enough left to do what was next. "I'm sorry," he said again.

He waited for the anger in Frank's eyes, the anger he'd seen so many times over the years, but for once it didn't come. His oldest just hugged him hard. "Do what you have to, Dad. We're not going anywhere."

"I still have the kid's things- "

Frank looked at him and hoped, and then he just sighed. "It's just stuff. They'll live without it until you come back. J - just hurry."

Max knew he couldn't promise that. All he could do was hope and nod as he gave his son a bear hug before he turned back to his eldest, who wasn't even looking at him. He was looking back at the bedroom, back at the kids. "Carl - Carl told me… Chicago? I should - " he shook his head and finally looked right at Max. "Thank you for bringing her home, M - Dad. Bringing them. And for being here for us. I can't imagine how hard today was for you when you saw mom's..."

"Always," Max promised as he pulled his boy close and hugged him tight. "Whatever it takes."

He was still hugging his oldest when his youngest walked back into the hall. His steps were so slow and his eyes were still on the bed behind him as he murmured, "Just like when they were little," he started and there was a smile on his face. A smile that died the second he turned back and saw them. Max heard Frank take a deep breath, but he didn't get out a word before Carl's was hugging them both. "D - do you have to go _now,_ Dad?" The boy said in his ear just like it seemed like he'd been doing for his whole life.

Max just nodded as his stomach knotted around itself over and over again, even as he hugged both of his boys. He didn't have any more words left in him when he finally let them go and slipped into his granddaughter's bedroom. She was curled in on herself and somehow Ben was already curled around her with his arm draped over her stomach as he snored into her hair. "Just like puppies," Max said as he let out a soft sound that could have been a laugh as he stared at them, as he did the best he could to _remember. _Then he reached down and brushed his hand through their hair. Gwen's first, and he swore he saw her smile just like he saw Ben scowl before he buried his face deeper in her red hair. "Take care of each other. I'm so proud of you."

That was all he could say, and he turned and left as soon as he said the words because he knew that if he didn't, if he stayed even one second longer he'd never be able to leave. It was the same reason he just walked by his boys, and why he always tried to leave in the middle of the night before.

He made his way down the stairs and tried to ignore every picture that was hanging on the wall there, every eye, every memory, and when he got downstairs he heard Sigmund in the kitchen saying, "-have to do all of this, Elna. No one is all that hungry. We can just make some sandwiches if - " as he walked down the hall. He turned his head and saw Natalie's parents in there, saw Elna pull food out of the fridge while Sigmund just held the door and shook his head. He met the other man's eyes and… "Max?" The man looked surprised before it turned into confusion as Max stared at him and then he just nodded.

"Max? What about - ?" Elna started, but Max just kept walking.

He found the two women sound asleep on the couch just like he had when he first met them years ago. They were leaning on each other with a blanket wrapped around them and their hands clasped together. He didn't make a sound as he crossed the floor, and he barely brushed hand against their hair. He should have left it at that. He should have just let them sleep, but he couldn't. "You made our lives so much better when you joined our family. Both of you. I'm proud to call you my daughters. Stay friends." The words were barely a whisper, and he was halfway to the door before he found out that it was still too loud.

"Max?" he heard Lili call his name for the first time that day, and he hung his head as he just kept walking. "Max? Dad?" Where are you - " He couldn't face her, not when he could hear her voice breaking, not when he heard Sandra waking up, too. If he did…

"Dad's… he just going out for a bit, Lili. He'll be back," Frank voice called out from behind him, and he sounded just like…

Max closed the door behind him, but it didn't help. Not when _she _followed him out the door like she always did. '_Don't go, Max! You've done enough! You've done more than enough! Let someone _else _save the world! We need you, too!' _

"Not here," Max whispered back to his wife the last words he ever said to her as he walked across the lawn. He didn't look back or at the light. "You don't need me here. I can't do anything here. You all have each other. You need me - "

Wes wouldn't have come if it wasn't important. He wouldn't have left his most treasured pendant as a message, and he wouldn't have done it _today _if he didn't need to. The fact that he let Max take the last few hours…

Why did he have to come _today?! _

'_Max! Max, please!" _

"I'm sorry," he said as he reached for the Rust Bucket's side door and he stopped there because he could feel _every _eye watching him as he pulled the pendant out of his pocket. Maybe… just maybe it wasn't what he thought. Maybe Wes had just heard somehow and left the pendant because he didn't want his jaw cracked again.

Max felt the memory of the ache in his knuckles as he ducked his head in shame. He'd _decked _his best friend just because he offered to drive him home after -

He didn't even _remember. _He just remembered watching Xylene disappear from his life again before he trudged across the desert sand back to Avalon with _her _last words in his ears and the feel of the soft scales of her hands on his as she offered him the galaxy. The worst part, the part that he could never forgive himself for, was that he was tempted. Even with his wife at home, even with Ben and Gwen on their way…

He could still feel Xylene's cool lips against his even after she left.

He still felt them even as he walked into the break room and when every eye locked on him he braced himself for every joke that he heard before and the guilt that came with them. Only they didn't. The room just went quiet as Wes walked up with a phone in his hand and a world of pain in his dark eyes. Max knew even before he put the headset against his ear, before he heard the tears in Vera's voice as his sister gasped his name.

Then being people holding him back as Wes writhed on the floor in front of him with his hands on his jaw as Max's knuckles _burned. _He didn't know what happened until after, when Phil said that Wes just offered to drive him home and he couldn't explain it at all.

"I'm sorry," Max said into the wind. Even after all these years the shame of it burned almost as hot as the hope did as he opened the door.

And it died even harder.

The inside of the Rustbucket was just as much of a mess as it was when he left it. It should have been just as dark and as quiet, too, but it wasn't. There was a soft glow coming from the dining nook that didn't go through the side window and the soft sound of a man saying, "_-been here for three days - " _he sounded exhausted and more hurt than any pain` killer could hide, but there was still authority behind every word, "- _are we almost done? I need to check on my men and call home. Nadia and the kids must be going - " _

"_We just have a few more questions, Colonel," _another voice said before there was a click and the sound stopped.

Max closed the door and winced as the lights sprang back to life the second he did. He looked at the windows even though he knew that they wouldn't show a thing but him moving around the Rustbucket as he got ready for bed. The alien tech in the glass would see to that. Then he followed the steps he made so many times that he could do it with his eyes closed, much less as he was blinking the spots out of his eyes so he didn't have to see the worry and sorrow that he knew was waiting for him, before as he pulled the pendant out of his pocket. He was angry enough to slam it down on the table but smart enough not to, and yet…

And yet, the man at the table wouldn't have come without a damned good reason. He knew his friend that well. "The world isn't ending, Wes." If it was, not even his friend would have waited, even with… He shoved that away. He _had _to. He could - he could do that for a little bit longer. He had a lot of practice. His voice was almost steady as he said, "I know that much. So what's - " he started as he finally _looked_ at the man who killed the radio.

And froze.

It wasn't Wes sitting there at the table when he finally looked up to see who'd killed the radio. Wes, he'd expected; the St. Jude medallion with the turquoise inlay was his trademark. The patron saint of lost causes and policemen. The Plumbers had always said that they were both.

They all laughed when they said it, and sometimes it even sounded real.

The old man sitting at the table was the one poor bastard that refused to laugh at the joke. After all these years of seeing Ben draped over the seat or Gwen sitting there, trying to look so formal even while she was relaxing, and seeing them both in jeans and shirts it was a double shock seeing anyone else at the table and seeing them in a gray double breasted suit like the Rustbucket was a church.

Or work.

Max he felt his tongue stick to the roof of his mouth as the man just sat there smoking an old, black-finish tobacco pipe. Max could already see the look on his Pumpkin's face when she smelled it on the upholstery. Not that the man would ever care, he kept staring at a glasspad data monitor. Alien tech, adapted for the Plumbers. When they finally released it to the public, it would change the world.

But Jim Huxby never let anything go he didn't have to. Including, apparently, retired Plumbers. His heart sank into his stomach before the old man, bald but for a few silver wisps of a lost cause and his face a maze of wrinkles, ever said a word.

"Could have sworn that Avalon kept telling you to come in out of the cold, Whiskey Tango." Jim rasped, death warmed over a hotplate. "Still. I guess the mountain _can_ come to Mohammed after all."

Max swallowed and took his own seat. "That's not my name anymore." Jim's eyes finally flickered up at him with veiled thunder, and Max sighed. "Sir."

Jim made no sound of acknowledgment, he just kept flipping through reports and images on his glasspad. Max felt the old impulse, buried for ten years, rising back up to the surface, to say something into the silence.

"I'm retired."

"You're as retired as I say you are, Colonel." Jim declared, cool as ever. "But then, if you were _really_ retired, you wouldn't be running around pulling my boys' asses out of the fire. Some of them, anyway. You missed a hell of a dust up over in the Balkans. We could have used you."

"It was a trap, and you know it." Max pointed out, too tired to be anything but blunt and too worried to hide the edge in his voice or the fact that he'd been listening in for all this time. "Blood Pack are slavers and gunrunners just like the Black Sun were, they don't give a damn about holding territory or hunkering down, no matter what they're getting paid. I wasn't walking into that mess."

"No. You left the dying for more of my boys and a pile of Grunts." Jim said, sliding the glasspad across the table to him. Max turned it around and looked at the first screen that Jim had left up for him. It as just a list of names and photographs and a number. A body count. Too many. Too damn many. "You always had a nose for trouble, NASA. We need that again."

"I'm retired." Max growled. "I just _buried a grandson_ and you're a son of a bitch for walking in to my home and making demands today."

"_Your _home? This Mobile Command Unit is supposed to be in mothballs with the other three. Imagine my surprise when I found out _you _had it, Colonel." Max hissed out a breath at the words, and the threat that wasn't even hidden behind them. Then the man gave him a thin lipped smile, "but considering what you've been up to, I can't complain about your requisitions."

Max's brain went into a gray-out. How much did Jim know? Were they surrounded by an entire squad? He didn't much like his chances of putting the old bastard down and not getting banged up hard in the process, but if it was a busted arm or his _family_…

"At ease, Colonel." Jim said, not even shifting to prepare for an attack. Cold, calculating son of a- "You've made tracking you down a hard proposition. Almost like you were running from us. But why would you need to do that? Seeing as we're all _old friends_ after all." He held out his hand, and Max numbly set the St. Jude medallion down on the table. Jim stared at it for a moment, then picked it up and pocketed it with just another thoughtful puff on his pipe for the trouble. "If it were up to me, we would have had this conversation once you were done at the cemetery. Wes suggested the compromise. You can tell him thank you for giving you the day to put yourself back together when you see him later."

Max's face purpled under the blunt words. Jim merely motioned to the glasspad and Max stared down at the image of the soldier on it, his mind racing and grasping for any distraction so he could _think. _The man there was on the wrong side of an interrogation table with short sandy brown hair and in uniform, not that it helped. Not that anything would until he got the rest he needed and maybe not even after that considering the bandages that Max could see bunching up under his left shoulder or how he favored that arm even sitting.

None of that distinguished him from the hundreds of men that Max had seen in just that situation. Neither did the eagles on his shoulder, not by much, but they did narrow things down. "Hallam?" He asked as he remembered the name from the radio.

The old man in front of him didn't answer. He just waved his hand. "Next image, Colonel."

To spare himself the trouble of breaking his knuckles against the man's face, Max brushed a finger across the touch-sensitive screen and moved it away from the casualty report. The next photo made him stop cold.

At first glance, it looked like someone had taken a Vaxasaurian, cracked its head open and put in one horribly oversized eye in place of the two it would have had, and then shoved the entire sickening mess into a purple and green hazmat bodysuit that was burned black in a half dozen places by plasma fire. Max flinched and it wasn't from the wounds. Like the dinosaur-like aliens weren't terrifying enough on their own. Like they didn't seem to get bigger when they charged already.

"Is _that_ what they were up against?"

"They were up against _five _of those damn things." Jim muttered as Max kept flipping and saw two Tetramands, a Vulpamancer and something he'd never seen before that had tentacles for arms and they all had the same cracked heads and hazmat suits stretched over their bodies. "And if that Army Colonel hadn't been there, we would have lost more than twenty-three soldiers and two Plumbers when we took that town. We might have lost even more if the rest of the Blood Pack hadn't turned on the Vaxasaurian when it all went bad for them. It was the last one and it was running _everything _from what we can gather. The tough bastard kept fighting right up until our boys got in the control room and blew it to hell. They were dug in _deep_ and they were ready_. _Mines, anti-tank, anti-personnel, drones and enough anti-aircraft you'd think the town was a showroom. They were _ready. _

"Or they were if it had ever pushed the button. We still don't know why it held off." Jim puffed on his pipe again, filling the cabin with even more of the sickening sweet smoky smell that Max always associated with pain, rage, and cold unfeeling bastards as Max just stared down at the things on the screen before he flipped back to the first. "But that's not the worst of it. Read."

Max flipped on to an autopsy report and shivered unconsciously as he read it. "That's not a Vaxasaurian?"

"Barely. The others aren't what they look like either. Genome's a complete mess. Lab boys can't figure out if they're all from a different dimension where evolution took a wrong turn, or a science experiment gone wrong." Jim reached over for the glasspad and took it back, then sat up tall again. "Time to come home, Colonel. I'm activating everyone. The fires are spreading again."

"Give me a week." Max finally said, when he finally got that nightmare of _fused xenomorph entities_ out of his mind and regained his voice. "I...My family…"

"They'll be taken care of." Jim said as his eyes flickered to the pad as he casually swiped his finger over the screen. "We protect our own. Besides, I thought your family was used to you taking off at the drop of a hat."

_Not like this. Not now. Give me time. _Not that Jim would. Jim never did. The world moved the way he wanted it to, and when it didn't…

"How's Xylene, Colonel?" Jim asked suddenly. The transition was sudden and brutal, and…

Max blinked and looked up and _stared_ at the man who'd been leading the Plumbers since World War II. Not the first to be the world's protector, but the first to get the world's governments to pay for it. He stared at the most miserable pragmatist that had ever darkened his door and felt his blood turn to ice in his veins.

"She was fine when I saw her a few weeks back."

"She's in town, isn't she?" Jim went on, as mild as a tsunami rolling underneath 1000 feet of seawater. "That's what your reports say. I wanted to thank her for helping out with the Fort Tesla business and see if she - "

"She's a Magister and a Galactic Enforcer," Max said with a sigh that even he almost thought he meant as he shook his head and every alarm went off in his head. "She helped out as a personal favor, but she doesn't report to you," he waited for a second, waited for the wrinkles that made a permanent scowl in the other man's face go that much deeper before he added a, "Sir. She's supposed to be blending in, lying low, not - "

"Lying low?" Jim laughed at that, with a laugh so dry that Max almost got up to get some water. "Is that what she called all those fires she helped you put out last summer? And the reports I've been getting out of this city over the last few months?" The old man smiled at that, or maybe at the noise Max made as he sucked in a breath. Reports? What reports? "Maybe it is. Maybe that's the best anyone can manage when they have the galaxy's most powerful weapon strapped to their wrist. I owe her for all the pretty pictures she took of it for us, too. It was nice of you to send those along, Colonel. I couldn't make heads or tails of it but every brain I showed it to freaked out like it was their first Playboy." Then those eagle eyes went flat as he chewed on the stem of his pipe. "And they were just as useless as they were with their first girlfriend."

Max stared as he felt a tightness in his chest that he hadn't felt since Christmas. "She's - "

Jim shook his head and his eyes drifted to the window and the house on the other side. The one with only a couple of lights still lit, and the one downstairs went out even as they watched. "I'll give you this, Max. You couldn't find a better place to hide the Omnitrix than Bellwood. I had our people check all the records, and there hasn't been a single report from here in decades until a few months ago. The closest is an old military base a hundred miles away that went strange, but that got closed down when we started up. But still… Hiding her with your _family. _Your _grandchildren." _The man shook his head then and there was another pause before he gave Max a look that he'd only seen in sharks and the worst of the worst before as he handed the pad back.

Max stared down and a picture of him, Ben and Gwen at some fair stared back. He could see Ben laughing at something as Gwen rolled her eyes even as she licked at her ice cream cone, but he couldn't remember what. When he looked back up those flat eyes were still staring as Jim asked, "How is Ben?"

For the first time in _decades, _for the first time since his grandfather took him hunting for the first time and the deer turned and _looked _at him, Max froze. "He's - "

"Next picture, Colonel."

Max didn't move. He didn't move for so long that he was sure that the man across from him would reach over and swipe his finger across the screen himself even though they both _knew_ -

But Jim didn't. He just took another puff on his pipe. "Shame. It took recon weeks to catch up to you, and the video they took is pretty impressive. I never believed that the Omnitrix was real until I saw it. Not even after you sent in those scans." Jim shook his head and his fingers went white around his pipe. "Human to Petrosapien in a flash of light like _magic." _And the way that he enunciated that last word…_God. Please. Please no._

"All this time." Jim growled, as if his rage could shake the world. He didn't even look at Max. He just stared at the glasspad in front of Max. Like he could will it to move to the next slide. "All this time, the most powerful weapon in the galaxy and _more _and you didn't say a _goddamned word. _If it wasn't for the ravings of a man crazy and brilliant enough that he turned himself _green..._" the words were low and calm and hid a rage all the worse for it.

A rage as cold as Max had ever heard.

"I'll come." Max got the words out, rushed and just short of frantic for him. As frantic as he'd been at Fort Tesla. Frantic enough that he'd drugged his granddaughter so that his grandson would have to carry her home because they wouldn't _leave. _Frantic enough that he spent the whole time after they'd left and before the relief team had shown up left staring down at the madman who they'd taken prisoner with a pistol in his hand because he _knew…_ He should have pulled the trigger. No one would have said a _word, _but - but they thought he was a _hero, too. _

The same pistol was in the drawer hidden in the kitchen counter. Five seconds. That's all it would take. "You want me? Fine. But you stay away from my family."

Jim puffed again, cocked his head to the side, considered Max's offer and threat. He finally reached a hand over, slow like a train approaching a blocked intersection, too fast to be avoided, not fast enough to be ignored.

His finger touched the screen, swiped, and he saw a video of them from a few days ago, from before the Poodle. He watched Ben slam his right hand down on the alien device on his left wrist and and vanish before Diamonhead came charging out and attacked the robot thugs of some steampunk madman, and his granddaughter a step behind with a flicker of pink light around her hands and her Lucky Girl mask over her face. Not that the mask or the alien face did a thing to hide their _grins_.

_You won't be able to save them both, Max. _

The memory of those words stopped him dead. Maybe - maybe - "That's not _her. _It's not _magic! _It's just - " the sun, a video glitch, or any one of a dozen explanations that went through his mind as he looked at the flicker. All the excuses that they fed to the locals so no one would panic.

Jim just snorted as he made another swipe and there, staring Max in the face was the image of XLR8, grainy but clearly visible at a rear dock warehouse door that faced out to the sea. Beating it down as a girl stood behind him, her face hidden behind a rebreather and smoke and the ripple of heat with glowing blue hands...pulling the _ocean_ to her like a coiled snake, and _walking it_ into the blaze.

A girl in a private school uniform with bright red hair sticking out from under the straps on her head. He couldn't make out the school name written on the sweater's breast, but it didn't matter. That black skirt and blue sweater were as good as fingerprints in this town and she was the only girl in her school with hair that color. Why didn't she get _changed? _He told them to lie _low. _

He - he heard a thousand voices _laughing. _

"It took us even longer to find _that_, but I had a feeling..." Jim rumbled. "We need them."

"No, you don't." Max said, hollowed out and broken and _old_. "You try to bring them into this, you so much as _speak_ to them, you send _anyone_ after them, and I swear to God, I'll…"

And Jim just smiled with flint in his eyes and leaned back in the seat. "Whatever it takes. Right, Colonel?" As if what Jim did and what Max would do to protect his family were the same thing.

Max just shut his eyes. His grandkids were heroes. He wasn't. "They're kids. I want them out of this."

"If I had a choice, if the lab boys could do _anything _right, I would go in that house right now, pull the device off of him and give it to someone else, but we can't." Jim said with a disgusted shake of his head. "We can't train a witch, either. Not right now, unless… But she's even more stubborn than _you_. Still, a pink aura… Not even Nimue was..." Jim went still before his eyes went back to the house and somehow more wrinkles cracked his face as he glared. No, not the house, at the sky over it. "They might just be the most powerful weapons on the planet right now. The things that they could have done in the Balkans, on Malta and - "

Max squeezed his hands into fists at those words, and then the old man did the last thing he ever expected. He slammed his hand down on the table hard enough that the bang echoed in the Rustbucket. He still looked like he bit a lemon even after the noise faded and he spit out, "And they're _eleven_," into the quiet.

Max almost laughed as he stared at the man, as he realized. "The President, the Secretary General, they won't sign off on you - " the look he got was even darker than the sky was when he had to fly into a hurricane and that was all the response he got. It was enough.

It should have been enough.

"The President recognized your boy the second I showed him a picture and thinks he _owes _him something." Jim muttered as he squeezed his pipe. "So I can't bring him or his cousin in for anything less than the end of the world. Not that I'm surprised. He's never been able to make the tough calls. He'd rather chase interns than…"

Max punched his best friend once for _nothing. _The man in front of him, the man who had to be pushing ninety by now…

His hand tightened into a fist as he growled out. "If you can't bring them in…"

"The world is _always _ending, Max," Jim just smirked around his pipe. "So the President and I worked out a deal. We talked to your grandkids' teachers, their Sensei, their friends, and I came this close to sending someone out to chat with their parents." Max sucked in a breath and it got him an annoyed look. "Despite what you think, NASA, you and your team weren't the only competent Plumbers. None of them knew _why. _I've heard all about how different they are, how your Gwendolyn has the world in her hand while Benjamin was busy flushing away every bit of potential he ever had until a few months ago. The only thing that they all agree on is that _you _are the only one that they both listen to." The lemon look flashed across his face again. "And you were the best of us. I need the best right now, not more _weapons_. That's the only reason I'm not throwing you in the deepest, darkest hole I can find for hiding all of this. You and Green both. If you come in right now… If you come and see, then you can be their handler. _You_ can make the call."

"I - "Max started, the word and his breath both exploding out of him as he got ready to shoot the idea down because - because it was too _much. _

Jim stopped him with one raised, gnarled finger. "Don't be an idiot. We might need them before this is all over and you _know_ it. Just like you know that humanity is more important than any of us," Jim muttered as glared at the stars and for the first time Max saw the worry in his eyes. "Psych said I shouldn't even give you the option, no matter what _the President _demanded, but I read your reports from last year and I know you can do what's necessary, Colonel."

Max tried to make a sound, to move, to _think _as he looked at his son's house and the roses he could just make out in the fading sunlight. He didn't see anyone else in the street when he walked up, not that it mattered. Not any more than the fact that they never went looking for trouble and he never _ordered _his grandkids to do a damned thing, much less be heroes.

But they were, and if things were as bad as they looked…

Trouble _always _found them, and he had already buried one grandchild he couldn't do anything for.

"If I'm wrong, Colonel, then you'll be back here or back on the road in a few days," Jim said and Max could tell just from the sound of his voice that he man was sure he wasn't. "The only difference would be that you have to stay in touch from now on. They won't even know we're there. Why would I tell them? They're doing a damned fine job training themselves."

Max couldn't think of any words, but Verdona did like always. '_We'll be here when you get back.' _They were the last words she ever said to him, and they still rocked him. They rocked him almost as much as the fact that he couldn't remember how her last kiss felt, just the tears in her eyes as she watched him leave.

He was always leaving.

"Well?"

Plumbers weren't heroes, but they were still on the side of the angels. He could still give his grandkids time to stay kids, even if it was just for a little bit longer...

"I have their stuff. I need time to pack it up and - "

"They can live without this mess for a couple of days." Jim exhaled slowly as he took the glasspad back from Max and tucked it away. "If you're gone for longer then that I'll take care of it myself." And he nailed Max with a stony look before he said a word. "And no, I won't plant bugs. He can turn into a Galvan and she's a sorceress. There's no _point."_

There wasn't. Max just wasn't sure if Jim would admit that, even to himself, and now that he did he wondered what the man was planning…

And if it mattered, as long as his family was safe.

"Come on, NASA. Time to go. Don't want to keep Wes and the others waiting. You can call home after we get you settled in."

The leader of the Plumbers relaxed in his seat and waved a hand at Max. Max stood back up and felt his legs go numb. He felt everything go numb.

But he walked for the front of the RV, one leaden footstep at a time, sank into the driver's seat he'd never let anybody else use if he could help it, and just sat there.

"We're expected at Fort Tesla. I want to see it for myself before you head off to the

Balkans. Let them know we'll be a little late." Jim's voice carried from the back. "Unless you think it was a coincidence that someone attacked a base that the bean counters shut down eight years before you and your boy showed up back in September. Or that these new _things - things_ that no one, not even our contacts in the Galactic Enforcers have ever seen before - have come knocking on our door just for our food. And maybe they have. Who knows that's going on in those _things _heads.

"Hell, for all I know you're right. Maybe your two little soldiers will stay out of trouble this once if you keep your head down, I just wish that all my boys had the same option.

"Not that any of _them_ matter_, _eh Colonel? You can live with it, can't you?"

The man didn't tap on the glasspad when he said that. He didn't have to. Max saw all those pictures again anyway. All those men, all just a bit older than Ben and Gwen were. He saw them and his hand reached out, turned the ignition. His numb fingers worked the complicated sequence that brought the Plumber gear online, and he set the dial to the dispatch frequency.

"Whiskey…" Max started and stopped with one last surge of regret that made him close his eyes, but when he opened them again his voice didn't waver one bit. "Whiskey Tango to Avalon. Coming in out of the cold. Bringing Merlin."

"_Welcome back, Colonel."_ The dispatcher said and she sounded thrilled at the news.

Max felt the weight settle back onto his shoulders and tried not to buckle under it. He'd just forgotten what it felt like, but he'd carry it anyways to keep his grandkids _out_ of this. He never wanted _any _of this. Not for them. He just wanted to show them the world he only ever saw at night until after he retired, everything that their grandmother dreamed of seeing while she was taking care of their boys and waiting for him to come home. He was supposed to _protect _them.

So he buckled himself in, shifted the RV into first gear, disengaged the parking brake…

And drove away from the people that mattered the most.

\- o - o - o - o - o -

**Author's Note**

None of this story would have happened without Erico's help as a sounding board and his advice, but that's especially true of this chapter. This was the hardest one in the reboot for me to write and the end is the first bit of collaborative work I've ever done. I wanted to thank him for all of his help and give him credit for making this shine.

Also, my friend csgt as started a Bwen Discord server. If you're interested in joining you can contact him at;

www.

fanfiction.

?uid=3991349

And finally, do to weather and a family event, next week's chapter will be delayed.

**Erico Supplement: **

Jim Huxby is a real son of a bitch.


	18. Everything Stays

**Author's Notes**

Ravus_Sapiens has informed me that I had somehow scrambled the Swedish word for grandfather, so I have corrected Formor to Morfar for Lili's father in this chapter and all the previous. Thank you.

The music for this chapter is of course, Everything Stays by Rebecca Sugar

\- o - o - o - o - o -

**Chapter 18: Everything Stays**

_Gwen's Bedroom_

_Bellwood, California _

_July 4th, 1999_

_8:56 am_

There was light glaring on his face, and Ben scrunched his eyes shut tighter even as he started to wake up. A groan followed as he rolled over to the side, trying to bury his face up against the wall of the Rustbucket's interior. He didn't feel the warm metal of the RV smushing against his face and shoulders after a half turn, though. He came to completely and his eyes opened right as he finished rolling over, one arm dangling in open air and the rest of him lying face first on a bed way too soft for the bunk he was used to.

"Not the Rustbucket," he mumbled into the sheets, blinking rapidly and tensing up. Right. Not the Rustbucket. It took him a few seconds to wiggle his arms and his legs and pat himself over for strange devices or handcuffs or anything else weird that the bad guys might try to use on him. He didn't find anything, though. Nothing except the Omnitrix on his left forearm, and he was used to that.

Still unsure of where he was, but with that bit of panic dying off, Ben sorted through his brain to figure out the rest, using the side of his eye to examine the room he was in. It was all of five seconds for him to remember the long drive, the hurt, the funeral, _Kenny_, and…

And his head spun around as he looked for the girl who'd just been right _there_. The girl and the crib and - He felt something squeeze in his chest because she'd been _crying _and she never…

His dweeb didn't _ever. _She'd fail a class first, but yesterday she had been and… and he'd hugged her because he had to do _something _and it always worked for his dad when his mom...

It wasn't enough, but she didn't shove him away like he was _sure _she would, and he didn't shove her either, even though...

He just didn't know why he _kept_ his arm around her even after she stopped, even when her head slumped against shoulder and she started snoring in that dark room, or why it didn't…

It was _gross,_ so gross feeling her hair against the side of his face, but…

But…

But she should have still _been _there. Ben spun his head around, sure that he'd still see her red hair on his shoulder, but there was just an empty bed and tangled up covers and a nightstand that had a lamp and an alarm clock and a framed picture of him and her and Grandpa instead of the little white dresser and that should have -

Wait.

"Who puts a framed picture of the Dweeb in a - ?" Ben started with a snort because heroes didn't get _nervous _before he shut his mouth so hard his teeth clicked and his heart started pounding as his brain finally kicked in.

"Bad guys wouldn't…" Ben said as his eyes got even bigger and his hand went right for the watch. Neither would hotels. The only place that would have that picture was…. "AHHHHH!" He screamed as he kicked out of the covers that were tangled around his legs and he kept screaming until he went right over the edge of the bed.

He slammed into the carpeted floor hard enough that it knocked the air right out of him and that stopped his screaming, but not the rest of him. Not when one last kick got the sheet off of him and he could _move _again. He sucked in air as he shoved himself back to his feet and reached for the watch. "The dweeb's room! I'm in - !"

He'd been sleeping on Gwen's _bed_. Why?! If the mega dweeb knew, she'd never let him hear the end of it. If -

Ben didn't want to think it! He just tried to brush _her _off of his shirt and shorts, a shirt and shorts that were _huge _and he'd never seen before, but wondering why he was wearing a university t-shirt was a lot safer even as it sent him scrambling to the pile where he'd left his real clothes yesterday. Clothes that were _almost _where he left them, except now they were folded neatly on top of a trunk instead of in the pile on the floor that they _belonged _in. "Always touching my stuff," he grumbled to no one as he yanked the huge shirt off and the shorts joined them a second later before he pulled on his clothes. He didn't know what felt better, feeling the weight of his phone in his pants pocket or being back in his lucky shirt.

He shot a look at the one he just took off and dropped on the beige carpet and the nonsense words printed across the front of it before he gave the thing a kick. "College? Yeah, right. Better luck next time, Uncle Frank."

Those were just a mutter, but Ben jumped anyway as they echoed back at him and he realized just how _quiet _her room was. Quiet enough that it was driving him _nuts. _His house was never like this. Not with dad working in the garage and him trying to drown out his mom's 'music' with his own or with video games or TV and usually two of the three playing as loud as he could get away with. "Seriously, how does the dweeb _live _like this?"

It was no wonder Gwen always jumped so high when he snuck in here at night so they could go hero. She didn't even have a _TV, _and he knew. He _looked _as he darted for the door so he could _escape. _

Not that the hallway was _any _better. All the doors were closed tight up and down the hall, especially the one across from her room. The one that made him swallow hard as he crossed the hall and reached out for the doorknob because he _knew _his dweeb and…

And she always picked at these things like he did his scabs. It drove him _crazy, _but...

But she wasn't. The room was empty and even more quiet than her bedroom had been. Still, he sucked in a breath as he looked at the crib and touched his watch before he closed the door again and _thought. _Not about yesterday or…

He was supposed to be a _hero_ and...

And there were four more doors up here. He hadn't been up here in _years. _Not by himself, but he still kinda remembered the big stuff. Two were bedrooms, one was the bathroom and the other was a closet that he used to hide in when he…

The Dweeb _never _found him when they played hide and seek. Not even back then. He just couldn't remember which door was which and he wasn't about to pick and choose. The only clue he got was the soft hiss of a shower he could hear now that he was out of her bedroom.

That and the voices he heard drifting up from downstairs, his mom and dad and someone else's that he barely knew even if it sounded way too much like _hers _when she was in a mood. The tone anyway, the actual voice...

He scowled down at the woman who always had a scowl for _him. _The woman who _couldn't _be the dweeb's real grandma because she _never _smiled and seemed just as determined to make Gwen like her as he was to make her have _fun. _"Way too early for _her," _Ben grunted as he turned his back on the voices and followed the sound of the shower.

Not for him. Please. He'd gotten a shower three days ago and he was still good for one more. Especially after the dweeb soaked him a couple of days back. Still, if the dweeb wasn't tearing herself up in front of the crib…

"Freak," he muttered without head as he padded over. He raised his knuckles and somehow she _knew _the second they hit the door.

"I'll be out in a minute!" Gwen shouted at him through the door and she almost sounded like herself.

Almost. Except for the hitch in her voice in the middle of the sentence. It was the same hitch she had yesterday just before she buried her face in his shoulder and...

Maybe that was why he reached up again, or maybe it was just fun to torment her, but this time his knuckles didn't even brush the wood before she shouted, "Ben! What did I just say, you doofus!"

"That's more like it!" Ben crowed and he couldn't help laughing or looking at the Watch, his mind already racing through aliens. His mind raced, but his hand didn't make it. Not when he heard the floor behind the door to his right creak. He'd face monsters without blinking because he was _awesome_, but his aunt and uncle? Or worse, her grandfather?

Ugh.

Ben was back in her bedroom before the other door opened and slammed it shut even as he heard his uncle ask, "Is someone…? Pumpkin, are you - ?" He eased the door shut before the man could finish and was halfway to the window before she could answer.

He heard the Omnitrix beep and felt the dial spring up against his palm before he reached for the window and the world outside. The world that was one slammed hand down away from being his. He never brought his hand down any more than he heard the shouting he was sure was coming when the floor outside the door creaked. "Aw, man…" he muttered as he let the window slip because running wasn't what heroes did.

Or leaving their sidekicks behind. Not when his family was here and so was hers. Not even…

Then the floor creaked again and it didn't matter, except for the fact that the room went quiet aside from the hiss of the shower that he could just make out now that he was listening for it. "Why didn't you come with a radio," he grumbled down at the watch as he pushed the button again and the dial sank away, but that was the only answer the alien device gave as he started looking around her room for the stereo that _had _to be here some…

"I"m in her room," Ben whispered as his eyes went wide. Then he let out a laugh that would have made Animo proud. He'd been in here before, in the middle of the night as she pulled on her Lucky Girl costume and mask so they could kick some bad guy butt, but that was _all. _

They didn't even turn on the _lights _when they did that. Not with Aunt Natalie just two doors down, and not when the Wicked Witch could make her hand into a nightlight. Not a bright one either, and she _never _let him stay… "I'm _alone _in her room!" He crowed as he clapped his hands together. This was as good as being in the toy store when they just got a new shipment of Sumo stuff.

"Heck, this is _better!" _

He forgot all about the radio as his head spun with all the blackmail he was about to get and he looked _everywhere. _Her room was just a little bit smaller than his and disgustingly neat except for the pile of clothes that he'd left by the door that he was even prouder of now. There were a couple of bookcases in the corner by him that he barely even looked at because it was full of _books _instead of the games and comics that should have been there.

Then there was her dresser, and he didn't even want to think about that even before he saw all the brushes and jars of _gunk _that filled the top that he hurried right by.

Hurried except for a quick look in the mirror so he could grin and give a thumbs up to the boy in the mirror. "Who needs all that gunk when you wake up looking this good!" It wasn't the first time he'd said that, but it still sounded good even though it lost something when the cootie queen wasn't here to hear it and throw one of the bottles at him.

He usually caught the bottle anyway and made her chase him to get it back. Even when he missed it was still worth it just for the look on her face.

He was still grinning as he hurried by the dresser and all the drawers that he didn't even touch. There might be blackmail _gold _in them and it wouldn't be hard to check. He was _sure _everything was neatly folded because every drawer was neatly closed instead of half open and exploding with the laundry like in his room, but it wasn't worth the risk.

Touching her underwear _once _had been bad enough and he never would have done it if she had just left _his _alone. He'd _never _get over the cooties if he did it _twice. _Not when just _thinking _made him wanna throw up. Especially the lacy blue - "Shut up!" Ben growled at his brain as he felt the heat start in his cheeks and he wished he was still Big Chill because the alien didn't have cheeks that could blush. Not even when the alien bug saw the bra hidden in the bottom of her drawer that felt so soft under his claws and he sure didn't wonder for even a _second _what it looked like on the Dw - "_Shut up!" _

This was all _her _fault!

Besides, he _knew _the dweeb. She'd _never _mess up her system and put anything cool in with her clothes and that was the _only_ reason he rushed by her dresser! That just left the other bookcase, her desk and the nightstand next to it and he stomped his way past the bed over to them.

The last bookcase didn't have a single book and it was still the nerdiest from the top shelf _down _because the top shelf was full of stupid _rocks _and crystals. Crystals of all kinds of shapes and colors and inside one rock that looked like it would have been a decent baseball if she didn't crack it open to show off _more _blue crystals that were somehow growing inside of it. Those were all in the middle, and around them were rocks that looked like sharp triangles that he couldn't even believe that she had on the right and on the left the rocks looked like someone pressed stuff into them when they were wet. Stuff like leaves and junk. One was _almost _cool because it had bones in it, but it was just little fish and who cared about _fish? _

The next one down was a bit cooler, but just a bit. It would have been _way_ cooler if she had a sword or some throwing stars there instead of a scroll and little painted glass statues that looked just like the people in paintings that the Sensei had hanging in the dojo. At least she had a Samurai and some ninjas scattered in there with all the white faced women.

There was _some _hope for his dweeb after all, but rocks and glass dolls. Who even _cared? _"No one but the queen of the nerds." The words were a sigh as Ben shook his head, but the stuff was pure her. He could just see her geeking out about all of it and -

\- and for some stupid reason the idea made him want to grin as much as it did gag and he shook them both off. It almost sent him scurrying away from the bookcase, too, but he held off just long enough that he bent over so he could see the bottom two shelves and he was so glad he did. "Home run!" Ben grinned as he down and took it all in because the shelves were just _packed_.

There were bits of rock and metal that didn't look like much. He was sure her parents wouldn't give them more than a glance, but Ben _knew _the second he saw the dull line that ran across a gray rock the size of his fist by the back, even though he'd seen it when it glowed purple with magic and it was part of a huge rock dog thing.

Before it got the Fourarms special anyway.

"That's more like that!" Ben crowed because he knew the rest of it, too; from the bit of green fabric that looked just like the survival suit she wore in space to the little gray rock that must have been a part of Mount Rushmore. For just a second he wondered where the rest were because he remembered her scooping up so many that day because she was a _dork _and the rocks were _history. _"In more ways than one," Ben grinned. Sure, it was _kind _of his fault that the monument got smashed, but he was fighting old squidface and throwing him into Washington's carved face seemed like a good idea at the time.

Then the second flew by and he didn't _care. _Not when there was everything else. Gwen had almost as many souvenirs from their first summer as he did and Ben poked at each and every one until - "Jackpot!"

He _knew _that she kept it! He scooped up the Keystone of Bezel from where it was sitting at the back of the bottom shelf and sat back on his heels so he could give it a _good_ poke. The blood-red stone was smaller than he remembered. He was sure that he couldn't close his hand around it before, but magic was _weird _and he didn't care. He just squeezed it tight as he closed his eyes and whispered, "Come on! Ten times as awesome!" Magic and the watch! He'd be…

Ben didn't even _know! _He laughed anyway as he squeezed it tight enough that he could feel where the lines had been carved into the otherwise smooth rock that felt so cool in his hand.

The lines carved into it didn't even have a spark of the gold glow he remembered when he opened his hand again, not that he really thought that they would. They hadn't since Hex used it to remake the other charms in Los Vegas and he'd used Wildvine to smash them good. If he could have reached high enough, he would have smashed this one, too, but it was dead when it fell out of the sky after and the nerd formerly known as Lucky Girl scooped it up before he could.

Besides, it was just a stupid bit of rock now, but when it worked it was almost as cool as the Luck Charm she'd guilted him out of weeks before that.

"Maybe Greymatter could fix it," Ben muttered to himself as he looked at the Watch. Or maybe not. Ben never remembered much of what the little guy was thinking, but the words 'that's impossible!' and all the ones that meant the same thing were always echoing through his head when he changed back while he watched the Dweeb do her thing.

"Still," Ben said as he gave the charm another look before he slipped it into his pocket. "I'm sure that the Dweeb won't mind if he takes a _look._" He might even ask her later, but she _owed _him one.

The watch already made him a superhero. Ten times that? So worth her glare. Besides, he would give it _back. _Eventually. She'd yell, but once she was done with that...

Ben grinned at the thought of after, when she would _freak_. Besides, it was just getting dusty here.

So he moved around _everything _on the shelf just enough that it hid the empty spot in the back before he pushed himself back up, and that was when the framed photograph that was hanging right next to the bookcase caught his attention.

It was one of her and Sensei that would have caught _Wildmutt's _attention because the man was almost smiling in it as he passed the Dweebasaurus Rex an orange belt and he could see just how hard she was fighting her grin as she took it. "Loser," he said with a chuckle as he shook his head and looked at the frame next to it, the one that already had dirty white and yellow belts already inside and room for five more.

He brushed a hand over his belt as he stared at the frame and didn't think about the white one that he'd stuck in a box under his bed before the summer started, or how she'd grinned at him when he got his yellow. Not at all.

"Sensei can smile?" Ben asked the question that _mattered _as he looked around. She had one picture of the impossible, maybe…

The walls of her room were painted a light blue and almost lost behind all the posters and pictures that she had hung up, even though none of them were anywhere near as _cool. _None except for _maybe _the poster of the night sky that was hanging over the headboard of her bed. He could just see the outline of a cactus blocking out the stars and they all looked just as bright as he remembered.

Then there was an old guy that had wild white hair and was sticking his tongue out by her desk that he didn't even want to _think _about. That or the charts that could have come out of his science books if he'd ever opened the things.

As for the other pictures…

Those only caught his attention because they weren't all about her getting awards like the ones that his mom had hanging at his house. They were just _her. _There were a couple of her riding a horse, one with the same fierce grin that she usually saved for kicking bad guy butt as she leaned forward and the wind caught at her hair and another with the Walrus as he rode his own horse right beside her that looked so fake and boring because their horses weren't even _trying_ even if she was grinning and waving at the camera.

Most of the rest must have been taken at museums and the Dweeb was being a complete _dork _in as she geeked out in front of statues or paintings or mannequins wearing clothes that looked familiar and he didn't know why with her mom and dad or her grandparents. All but a few. One was a picture of her and a bunch of other girls. They were all wearing stuff that Lucky Girl outfits - all of it but the mask and how did he _never _figure that out? - except hers was the only one that was a dark purple and had arms and legs. All the other girls were a bright mix of colors that seemed so _wrong _after all the times he'd seen her in the real deal.

Almost as wrong as the light blue dress she was wearing in the picture next to it that _almost _looked like the one she wore to the wedding last year. There were more girls in dresses in that one, too. Girls that Ben barely glanced at because each one of them had guys in suits standing next to them who all looked like total _dorks._

Especially the blond boy who was holding Gwen's arm and grinning so wide...

"Complete _dork," _Ben growled out. The dweeb knew it, too. She had her fake smile plastered on her face as the other boy stood way too close. That took some of the edge out of Ben's growl, but the fingerprint smudge he left in the glass over the dork's face helped even more.

Enough that he finally really _looked_ at the pictures and realized that she was on the edge of both groups instead of in the middle even though he _knew…_

"My dweeb cleaned the floor with all of you dorks."

At least she had a real smile in the class shot from the dojo, one way bigger than his because pictures were _lame. _It was the only one where she wasn't on the edge, too, even if he was. Not that he was supposed to be. Sure they were with their belts, but _his _was supposed to be standing right behind hers and he had _so _many plans.

Plans that the Sensei _ruined _the second he gave Ben one look and moved the belts all around. "It would have been _epic," _Ben sighed. She would have hit him _so _hard after, but it would have been worth it because she would have laughed even harder first and if he was lucky the photographer would have gotten both.

The dweeb might have even hung them up, too. They would have been better than the rest of the junk she had up. He kept looking, but there was only one that kept him from falling into a coma. It was was so old that the queen of the nerds was wearing a bright pink bathing suit and Grandpa still had some brown hair left. He was holding onto her legs as he carried her on his shoulders and she was so short that she barely popped up from over his head. They were in a pool and both laughing as Grandpa charged through the water at the camera and she had her hands on her head with her fingers pointing up like horns and…

"Wait a sec!" Ben said as he picked up the picture because he _remembered _that day. They'd been _tiny _and - and he'd been riding on his dad's shoulders, too, until Grandpa and the dweeb knocked them over and he came out of the water sputtering just as Aunt Natalie took the picture and…

And that was the last time he could remember his aunt laughing because…

Ben scratched at his arms again as he stared at her in the picture. "The dweeb became the Cootie Queen a couple of weeks later," Ben mumbled as that came back, too. That was the last time he really got to play in this room, and he remembered her giving him a lollipop to scratch the red bumps on her back because Aunt Natalie wouldn't let her and that he would have done it without the candy because she looked _miserable. _She was doing the same thing for him at his house a few days later when he got cooties, too.

But not for anywhere near as long. She'd just grabbed up his Captain Ultra and Kangaroo Kommando toys so they could play on his bed when they heard his mom… And then hers came storming into his room and she scooped Gwen up and… and…

And after that it was just school and report cards and he wasn't _good enough _anymore and it didn't _matter _because JT told him where the cooties came from and he was _better off_...

Ben almost kicked something as he squeezed the dial of the Omnitrix and his head shot up from the photo he _should _have been in so he could glare at all the ones that he wasn't. Which was every last one except for the one from the dojo and the one on her nightstand next to her alarm clock, the one he barely got a glance at when he woke up, and the one that he hurried across her bed to see again just to make sure it was a _good one. _

Ben was just reaching for the frame when he heard a man's booming voice through the closed door, one that he knew just from the sound wasn't Grandpa's or his dad's or his uncle's just from how _loud _he was, like whoever it was thought he was on stage rocking out instead of in a hallway, and the sad thing was that Ben could tell the man wasn't shouting because he _knew _what that sounded like.

He was an _expert. _He heard it at enough of her birthday parties after all.

He was an expert at listening through doors, too, which was why he could _just _make out what the Dweeb's not Grandpa grandpa was saying as he got closer and closer to the door, " -ow what will make you feel better. Why don't you go get changed into something pretty instead of that silly blouse? I know that your mormor would love it if you wore the sundress she sent you, Angel, and so would your mother."

Ben half listened to the words, but there wasn't anything half hearted about how he shook his head or rolled his eyes as he brushed his fingers against the plain silver frame because they were all nonsense like everything else that came out of the man's mouth.

Thank _God _he only ever saw the guy at the Dweeb's birthday parties. He didn't know _how _she -

How she managed to sound so on edge with one word when her voice came through the door, too, "Morfar," just before the floor outside the door squeaked and he jerked around just in time to see the door knob twist.

And knock the frame off of her nightstand.

"Shit!" Ben shouted and for once it wasn't for the thrill of saying one of the words that actually made his parents _yell _as he grabbed for the thing.

Grabbed and missed and the frame hit hit the floor with a crack just as the door opened with a "Ben!"

"I didn't do anything!" Ben shouted at Gwen as she came dashing over and scooped up the frame like it was one of the babies that those aliens were trying to steal a few weeks back. The look she gave him was every bit as ugly, too, before she flipped it over. His breath caught, but he didn't get a chance to see a _thing. _

Not before her not Grandpa grandpa stepped into the room and the rumble of his voice filled it. "What are you doing in here, Benjamin?"

"I don't _know_!" Ben shouted right back as he lost the wide-eyed stare that he was giving her and the frame in her hands and just glared at the man who was already dressed in a _suit _because he was every bit the snob his mom said he was when she didn't think that Ben was listening. Like _anything _in the gift bags that the dweeb gave out at her parties were as much fun as listening to his mom mutter as they drove home. "I just woke up in here and - !"

"Did he break anything, Gwendolyn?" the man asked before Ben could even _finish _as he took another step into the room and his hand went to his mustache.

Mom was _right. _He really did look like a walrus with that thing. Ben was _this _close to calling the jerk that when the dweeb sucked in a breath behind him and he spun back to her just as she ran her finger over a crack that ran through the bottom left corner of the glass_. _"Aw, man…" the words were just as whispered as some of the mantras that he heard his mom use, and just as heartfelt as he waited for all the yelling that he was _sure _was coming.

The Walrus didn't disappoint, even if he didn't yell. His voice just got more rumbly as his beady little eyes looked around. "You should check the rest of your things, Angel, just to make sure that he didn't…"

The dweeb's did, too, and when she narrowed her eyes at the bookcase with all of her so-called _good stuff _Ben blurted out, "It was like that when I - !"

Not that she was _listening. _"God, Doofus! Is there anything you didn't touch!?" She shouted as she got up and hurried over with the frame clutched to her chest.

"What did I just _say?! _It wasn't _me! _Maybe your mom was in here dusting or - " He tried the lie even as the charm in his pocket got so much heavier.

A shadow fell over him as she brushed her right hand over her stuff, and his heart skipped a beat as she reached the shelf the keystone had been on as the rumble filled the air again, "How would you like it if Gwendolyn broke _your _things, young man?"

Not that anything the walrus bellowed mattered. Not as much as the fact that the dweeb still didn't say a _thing _as she ran her hand over all her stuff.

"The picture was just an accident!" Ben grumbled at her back because he wasn't giving the man the _satisfaction _of sounding sorry.

Even if he was.

He felt the shape of the charm through the material of his cargo pants as her hand brushed over the spot it had been in and the words were burning the way up his throat as she shook her head. The only thing that made him keep his mouth shut when she turned around and nailed him with a glare that he'd seen over and over again over the last week.

Why bother? It wasn't like anything he said _mattered. _Not to her. The Dweeb proved that over and over again every time he said that they were even and they could _stop. _He didn't even know why her glare was a surprise. He just thought…

After yesterday...

He didn't know, so he glared right _back_ as her Former or mortar or mustard or _whatever _the stupid thing she called the man asked, "Angel? Did he break something else? Or take - ?"

How could that stupid charm get so _heavy? _He slipped his hand in his pocket, ready to throw it at her and run because she wasn't going to _listen, _not when the words were a jumble already and… and he didn't want to prank her any more.

Not when it stopped being fun after he gooped the back of her pants, not when she wouldn't _quit. _

But she wouldn't, so he couldn't and he was ready for anything.

Anything but her letting out a surprised noise before she said his name and gave her so not Grandpa grandpa a look. "Ben doesn't _steal,_ Morfar. He just messes everything up," she said, and she said it so matter-of-factly that Ben beamed.

"Yeah!" Ben said as he smirked up in the man's face. Then he thought about what she just said and his head spun around so he could glare at her instead. "Hey!"

He _knew _that if the Walrus wasn't in here with them she'd be sticking her tongue out at him just from the way she smirked at him even as she squeezed the frame tighter to her chest.

"Are you - ?" her morfar started and Ben watched the smirk slip from her face even as he felt his get hot as he spun back, but when he looked up the man didn't look angry at all. He was just staring at Ben like he was a math problem as he reached for his mustache again, the one that just had a hint of red hair still in it. He pulled at it and then he sighed. "If you're sure, Angel."

"She is!" Ben said, his voice hot even though he _knew _better.

That made the glare come back for almost a whole second before the man reached out and Ben scrambled back. If the Walrus thought he was getting grabbed again…

But the man's hand froze at that. Froze and dropped as he took a deep breath and said, "I'm glad you're up, Benjamin. There's something that I wanted to say to you."

"Yeah?" Ben said with a tone that matched the sneer as he looked up.

The man's face looked as harsh as the winter Grandpa told him about once over a campfire before last summer, a ghost story where Grandpa said that he was out camping with his friends before _something _happened. Something that destroyed their tents and drove them out into the cold. Ben didn't remember and he wasn't sure if Grandpa even _knew_, but the way the man looked as he talked about how he was sure he was going to lose his foot before they figured out which one of them was the shape shifting alien...

The story was so good that Ben didn't sleep at all that night. It never occurred to him that maybe it was more than a story until halfway through last summer, not that Grandpa ever admitted it. He didn't really think that the man would just because he was Grandpa and that was just how Grandpa was. He _always _hid the good stuff.

Ben never expected what the man in front of him said next either. "I'm sorry for how I treated you yesterday, Benjamin. I should have explained, not just dragged you up here. It wasn't right."

Ben blinked, but his sneer didn't soften at all as he all but spat out the "Yeah rig - "

He _should _have expected the foot he felt stomp on his toes. He would have if he'd been paying attention to the dweeb instead of her not-Grandpa and saw her sneaking over so she could stand right next to him. Stupid of him, he knew who the dangerous one was and it _so _wasn't the Walrus.

At least she didn't stomp _hard. _It was just enough that she knew that it got his attention and nowhere _near_ her personal best. Not that she moved her foot after, not even as she gave him a look. _The _look. The one she almost never used and just meant _please. _

Ben gave her a look that said '_so _not fair' right back, and her eyes just got bigger. That was what made him sigh and mutter, "Yeah, okay."

"Thank you, Ben," her grandfather said as a touch of an accent slipped into his words along with a little harrumph that didn't matter near as much as the smile she flashed him or the fact that she moved her foot. His next words didn't matter either, not that the man could get them out. "Since I've got you both here, there's something…"

His voice drifted off at that and he stayed so quiet as he looked at them until Ben squirmed and the dweeb finally turned and asked, "What's wrong, Morfar?"

"Nothing, Angel," the man said with a smile a phony as that hundred thousand dollar bill Ben's dad tricked him with when he was little.

The games he could have bought… And the therapy as the man reached up and ruffled Ben's hair before Ben jerked away with a "Hey!"

Still, it could have been worse. The man leaned over and _kissed_ the Dweeb's forehead. Ben gagged at the sight of it and of her smile and almost missed the rest of his words. " -rmor is cooking breakfast downstairs, Angel." Then his eyes flickered over to Ben and something that might have been a smile flashed across his face. "I'm sure you're as hungry as I am, young man. Let's go and make sure that the bacon that your mother ran out for is up to snuff while we give Gwendolyn a chance to get changed."

"Changed?" Ben asked as he gave her another look even as his stomach rumbled at the thought of bacon. He _knew _that his aunt hid the good stuff _somewhere _for all the dweeb's talk of health food, but _changed? _He watched the dweeb as she fidgeted in her jeans and pulled at one her lucky shirts, the one that was so dark blue that it almost looked like her Lucky Girl costume with the white cat logo face peeking out from between her -

Which he didn't look at! He felt the heat rush to his cheeks as his eyes darted away, and felt it get deeper as she grabbed his arm with both of hers and hugged it to her as she said, "Actually, I need to talk to the doofus, Morfar. We'll be down in a second." And she was so _evil _because she _grinned _as she said that_, _but somehow he must have kept the blush from his face because no one screamed about how _sick _he was_. _Sick enough that he could feel the babble racing up his tongue just like he could _feel…_

"Very well," the man said like any of this was _normal_. Usually when he said that he said it with a little nod and smile, but this time he didn't. This time he just looked at them and sighed before he turned and left.

The second the door closed behind him Ben spun and yanked his arm free even as he reached up and tried to shove the cooties off his shirt sleeve because the strap of her bra should've been the worst! Not…

Maybe he was just imagining it! Maybe the small soft warm thing he felt press brush against the side of his arm when she grabbed him wasn't - wasn't -

It _couldn't _have been! It was so… but… but it was right where - right against the logo on her shirt was and -

He screamed when he felt something else brush against his arm and he didn't realize it was her hand until she jumped away and pressed it and the picture frame she had in her left hand to her chest. "God, Doofus! Did you try Grandpa's coffee again? Didn't you learn _anything _from last time?!"

He barely _remembered_ last time except for the taste that _burned _and how _everything _was the best thing ever and he tried to do it all at once, but he nodded anyway because that was safer than… than…

His eyes darted down to her chest again and locked over the picture frame that she was clutching even as he held up her hands so he could push her away if she came anywhere near him with her stupid _body _again and the babble finally erupted from his mouth, "I'msorryaboutyourstupidpictureframeallright?!Ididn't-!"

"Ben!" Gwen tried as she stared at him with wide green eyes that were the same color as the leaves and that didn't help at _all. _"Ben! Calm down! It's just the glass! I'm not mad!"

Neither did those words. "Yeah, right! I know a trap when I - !"

"You so don't, you dummy!" she said as she lifted the frame up over her mouth and laughed into it.

Ben froze at that, all of him but his heart which kept racing and shoving blood up to his burning cheeks. He felt the heat even as he glared. "I so do!"

"What about the time Animo - ?"

"He just got _lucky!" _

"Or those robots - ?"

"_Anyone _could have fallen for that!"

"Or - "

There was something about the way that the Dweeb giggled at that, something that made his face burn and his temper flare. "Or what? Or not know _magic _when it makes my smoothie _explode?!" _The words were raw and hurt and - and how many ways was she going to find to call him _stupid? - _and the last thing he wanted to say because…

Because he saw all the color drain from the Dweeb's face just like it did yesterday as her lip quivered and she said, "Ben, I didn't…"

"Yeah, right!" Ben shouted even though he didn't want to, but hearing those words, hearing that yesterday didn't mean a _thing. _

"I didn't cast the spell, Ben!"

Ben felt his eyes _burn _as he spun away because he didn't know why… Except he did. "Fine, whatever! I'm an _idiot!_ I get it! Can we just - "

Not that Gwen _listened. _She _never _did and she never _stopped. _She just charged across the room grabbed him by the arm and spun him around so she could shove her finger in his chest as she said, "Stop _saying _that! You're not an _idiot, _Ben! I never said you were! But I didn't - "

He knew that the first few words were just as much of a lie as the line that his teachers gave him about his _potential _and that the pranks were coming just as sure as the detentions, that would keep coming until Grandpa really did make them go home and as much as he wanted her just to admit it… "Fine! I don't _care!" _He shouted as he shoved her hand off his chest. "Just _stop! _I don't - I don't want to _fight _anymore! It's not _fun!"_

He thought she'd crow at that, not let her mouth drop open before she hid it behind her hands as she looked at him like he just stomped on her math book. "It's not? It's… Ben, it's… we _always _\- "

He shook his head and turned away so she couldn't see his face because he felt like enough of a wuss already. Enough that not even touching the watch made him feel better, but he didn't let go because at least _that_ wasn't going to... "No, we _don't! Arguing _with you is fun! _Bugging _you until you turn red and chase me is fun! Even _pranking _you is… is… It _used to be - _" It did, before it got _mean. _

He thought she'd laugh again, not let out a soft, "I know…"

"No, you _don't," _Ben said as he shook his head. "I know… I know you're a mega dweeb and you have better things to do than… but last week…"

It was all his _fault _for believing her when she said they were partners, for thinking that she really did… He felt the watch and knew that a hero would do _anything _to save the world, even…

"Better than what, Ben?"

"Just drop it," Ben muttered as he let his hand slip from the watch face and dangle at his side. He didn't need to hear it again. Not when the Poodle told him _everything _already, and said it in her voice. All of her voices. From when she was little to Gwendolyn. He thought it was bad when it was pretending it was Grandpa, but…

But hearing _her _was so much worse. Worse than Grandpa and his parents all put together.

"You're one to talk," the Dweeb said and her voice cracked just like it did yesterday, but this time instead of tears it just got harder. "You couldn't forget me fast enough at the tournament, or leave me behind so you could be the hero before that!"

Ben stared at her, at her as she sucked in air and her hands twisted into fists and if she slid her sneakered foot back a few inches more she'd almost be in a kata, but none of that mattered as much as what she _said. _Or what he did. "Yeah, right! You were the one who snuck around spying on Grandpa! And I wouldn't have even _cared _if it wasn't for all that bull about us being _partners!" _

"We are!" Gwen said as she stomped her foot and her eyes… Her eyes got watery even as she glared.

"Yeah, _right!" _

"I just did it to _save_ your _butt_, you _Doofus_!"

"Sure you did," he sneered at her even though he just wished that she wasn't a _girl _so her brain made _sense,_ but it _never _did. That was why he threw the words right back in her _face_ as he marched up and shoved her shoulder, just so she could see how _ridiculous _she sounded. "I just did it to save your big butt, too!"

Of _course _it didn't work. He knew that the second she shoved him right back, he didn't even have to wait for the words. "Yeah, you really saved my butt when you were drooling all over that girl at the tournament, you - you!" She bit down on a scream and her next words not that it stopped him from hearing either. "Karate was _our _thing and you - !"

"I what?!"

"Drooling over her wasn't enough, but telling her that I didn't _care _about karate? That _you _were the best in our dojo?" She shook her head as she laughed, but her hand couldn't hide how wet it sounded. "You're the best in your belt_, _but… but I worked _really _hard to get as good as I am and hearing you say that… Saying I wasn't _good enough!_ You sounded just like..."

Some part of Ben twisted at the words, the rest of him just stared as she turned away and he tried so hard not to see her hand dart to her eyes. "I never said I was the best in our dojo." Sure, he would be _one day, _but Sensei would kick his butt if he even _thought _about lying that big right now.

"I was standing _right there, _you dummy! I _heard _you tell that - that - _girl - !_"

"Emily?" Ben asked as he just stared at her. "What does _she _have to do with - ?"

That was as far as he got before she sniffed just like her mother always did when he did _anything _and he _hated _that noise and muttered, "Of course you remember her _name." _

"Why wouldn't - " Ben bit down the rest because girls were _crazy _and his dweeb was the _craziest. _Even crazier than the girl who asked him if everything was alright just because he slumped down in the seat next to her and he'd started talking to just because she liked karate almost as much as…

"She was complaining that her town only has one dojo and the Sensei there is an _idiot _who doesn't think that girls can do karate and only took her because her father _made _him. I was telling her about how much cooler our Sensei is because he knows that's junk and that everyone knows that you - " that the girl standing in front of him was the best even if she didn't have a black belt _yet. _Those words were right there and they were so easy for him to say at the tournament, but now?

Now the words wouldn't come out.

"You - " Not that it _mattered. _Not to his _dweeb. _She knew the second she looked at him like she _always did. _"You were talking about _me_?" She murmured even as sat down on the bed like he just sucker punched her.

"I - Well, _duh_," Ben said as he reached up and rubbed at the back of his head as his eyes found the floor. "Everyone knows about you and your Feet of Fury," he thought she'd at least grin at that. She always did, even though she acted like she hated the nickname. "It's why I'm going to put you on the mat one day, you mega dweeb. Dad always said you gotta beat the best to be the best." His dad never said that, not once. He'd heard it from some wrestler and it sounded _right_, but he wasn't going to tell her _that. _

Not when Gwen was already shaking her head as she said, "You - you - " Or when she let the frame he _broke _slip from the death hug she had it in so she could look at the picture inside. "I'm an _idiot." _

Ben should have crowed at those words and a part of him wished he knew where she'd hidden her tape recorder because there as a time when he would have _lived _for those words. Now he just stared at her and his hand found the back of his head again. "I… You shouldn't worry about it. You get used to it after a while," he joked.

Tried to joke. Not that she heard him. Not that she _cared. _She proved that with her next words. "I didn't cast the spell, Ben."

Every time. Every time he started to feel bad, every time he thought that _she _did… "Whatever," he muttered as he turned away. He _so _didn't want to see her grandparents again, but he'd have to because Grandpa was down there, too, and at least _he _didn't pretend...

"I know that I'm the one who made your smoothie explode, but I didn't say the words, Ben, I didn't even _think _them. I swear I didn't," The Dweebasaurus Rex said like she had so many times before, but this time she sniffed like she was about to….

Ben stopped in mid-step because that sound froze his insides even more than the words did. The words just made him feel sick. School lunch sick. Taco Tuesday school lunch sick. "You didn't?"

And as sick as that was, he still didn't look as miserable as her as she hunched over and stared down at the picture in her lap. "No. I was so mad and I loved it when it happened, but I didn't say the words, I don't know _why - " _

His cousin was so many things; a dweeb, a dork and the queen of the nerds were just the top of the list, but she wasn't a _liar_. He was sure that he felt as miserable as she looked as he sank down and sat on the bed next to her. "Why didn't you just _say _so?!"

"I didn't… I really did think that you just dropped the cup." Gwen shook her head at that, and then she let out a little wet laugh that made Ben feel even _lower. _"I've seen you trip on your own shoe laces, Doofus. You could have!"

"I…" Ben knew he should have gotten mad at that because it only happened like _twice _in front of her, but… but he just felt his shoulders slump. "Aw, man…"

Of course she didn't do it on _purpose. _She was _Gwen. _If she did, she would have told the world, not pretend that she didn't know what happened.

He was so _stupid. _

The Dweeb nodded a little at that as she pushed her damp hair away from her face, but she still didn't look up. "I'm sorry, Ben. For the cup and the clothes and… and hitting you with that water and - and I don't want to fight anymore either."

"It's okay!" Ben shouted before she could say _anything _else because he didn't think he could take it. It was everything he wanted to hear, but he felt so low hearing it now. "It's… You don't have to - They weren't - They were kind of funny," he said because they were. Kind of, that was always the worst part. He was the funny one. Not her. She already had… "You know, for you."

He said just as much to make her _mad_ as he did because he felt like _scum _and her being mad was so much better than whatever she was now, but she didn't. She just hunched over more and he didn't have to see the wrinkle in her brow. He knew her mind was going full Dweeb right now, and that sent him hurrying over even before she said, "What if… What if there's something _wrong _with me? That first day of karate and now this… What if I can't control the magic? What if I…?"

That was as far as she got before Ben jumped up and dropped back down onto her mattress as hard as he could just to make her bounce against him. She looked so shocked as she _finally _looked up. Looked up and saw his smirk even as he rubbed the Watch around his wrist. "What if you what? Turn into an alien that starts a forest fire? Or become one that's some horror movie reject that tries to block out the sun or - "

Not that _that _was the worst thing.

Sure, it was horrible, he saw what Ghostfreak's machine did to everyone on the planet. For a while it was the only thing on TV before the reports just stopped and everyone acted like it just never happened. It might have been more believable if he didn't see lights burning into the night in every house for weeks after, but that was just TV and strangers. It wasn't anything compared to seeing her dance on the edge of a ledge as that monster looked through _her _eyes because of him.

Or seeing her slip and fall as Ghostfreak laughed through her lips night after night because of him, because he found the watch.

Ben swallowed hard even as he laughed to hide it and the shudder that went through him as he pushed the nightmare away again. He elbowed her instead and said the first words that sprang into his head. "You deal. You get better. And I get to yell at you like you yelled at me until you do."

"I'm _still _yelling at you, Doofus," Gwen said, but this time she sound like her again even if the smile that spread across her face didn't look a thing like her usual smirk.

He grinned right back and it wasn't anywhere near as forced as his laugh had been. "Yeah, but making you yell keeps it fun."

That got him another shake of her head before she closed her eyes and jutted out her chin at him and said, "You have weird _fun, _even for a _doofus." _

"You love it," Ben said as he elbowed her and stared at the way the corners of her mouth twisted up. "You _know _you do."

"Dork," the dweeb said as her grin got bigger and she let go of the picture frame so she could brush her still damp hair behind her ear. "I _have _to pin this back…" she said as she let her hand drop back down, but she didn't even try to get up. She didn't even try to slide away and feeling the body pressed against him…

He should have shoved her away. He knew he should because she felt _gross _and warm and…

Instead his eyes followed her hand as she traced the crack in the glass and he finally really looked at the picture she was holding. "_That's _the one that made the cut?" Ben asked and he couldn't hide his disbelief. It was one of the three of them, where he was picking his nose just to gross her out while Grandpa just grinned and had a hand on their shoulders while someone got ready to tow the Rustbucket back to town behind them because _something_ broke.

It was the Rustbucket, something was _always _breaking. Not that it mattered. Not as much as the face she made that the film caught forever as she tried to push away from him.

"Made the cut?" The Dweeb repeated as she scowled down at the picture. "What's wrong with it? _Besides _you being _gross._"

"That's the best part!" He laughed even as he looked around her room at all the pictures again. "It's just… you took cooler ones. I can't believe that it's the only one you kept from last summer." Not that it bothered him. Not at _all. _Photos were _lame _and… and… And she laughed into her hand again. "What's so funny?"

"That's not the _only one! _It just one of my _favorites, _you dummy! Grandpa and I look so good in it!" Those words should have hurt, and maybe they would have if her eyes weren't sparkling so much as she shoved the frame into his hands and dashed for her nightstand. He heard _stuff _rattle as she pulled open the drawer and he tried to imagine what she had in there, but considering all the junk that covered the Rustbucket's sink because of her…

He wasn't expecting her to pull out another _book, _even though it was _her _and he should have. A white one that was thick and full of plastic pages that she had open even before she dropped back down into the bed next to him. "I had like a hundred rolls of film developed when I got home! Daddy almost collapsed bringing them in, and explaining away all the alien stuff as guys in costume was so not easy… But once I got rid of all the junk…" The book was _packed _with pictures. He knew that there should be. It seemed like she always had her camera in her hands and when she didn't it was because she handed it off to Grandpa and that he was always blinking away stars whenever they weren't kicking butt last summer, but he didn't have any clue that she took so many. Of her, of Grandpa and…

And of _him. _Ben saw himself in almost every one. Sometimes making faces, sometimes laughing, sometimes burning red or trying to hide, and way too many of him asleep and drooling, but he was always there.

Ben reached over and flipped page after page just to be sure as Gwen kept talking and kicking her heels against her bed. "I thought about hanging them all up, but I wanted to keep them special, so I flip them out every few days so I always see a new one when I wake up."

Gwen sounded so happy as she said that, and it just twisted Ben's gut. "And I broke your frame. I really do - Ow!"

"It's only _glass, _Ben! And the crack isn't even that bad!" The dweeb said as she shook out the hand she'd just smacked his arm with. "I might not even change it out. It makes it more authentic."

"So I don't mess everything up?" Ben asked, the words a challenge.

One Gwen met with a raspberry as she brushed more hair behind her ear again so she could glare right into his eyes. "You do. You _so _do! You mess up everything just by being there, Ben! Being there when my magic goes wonky, or I'm in school with jerks or our parents go _crazy _or - or - " She swallowed hard and looked down as his breath caught. She didn't have to say the words, he knew just what the last or was just from that. It had only been a day, but…

So he wasn't surprised when she rested her head on his shoulder again instead of saying anything. He just hoped that she wouldn't start … as he put his arm around her without even really thinking about it because her having her head there just felt…

It didn't _matter. _He was too busy thinking to worry about it. Her teddy bear was somewhere, and so was his lion and if she did start he'd show XLR8 a thing or two about being _fast. _Instead she just sniffed and her voice might have been rough, but it wasn't as broken as it was yesterday as she smacked his knee and said, "You've been messing stuff up all year just be being there when I need you, you _dummy." _

"I have?"

That got him another shake of her head. "Of _course _you didn't notice." She sighed as she sat up and passed the book to him. "Here. You pick out one."

Ben stared down at the book; at them in front of the World's Biggest Ball of Twine and dressed up for Camille and Joel's wedding and all the other stuff that he barely even remembered before he reached over and tapped the picture that was already framed. "You don't have the one that the tow truck driver took two seconds after this, do you?"

Even though he could only see the profile of her face he still saw it when Gwen frowned and thought before she shook her head. "No, that one was all blurred. Why?"

Ben couldn't fight his grin another second if he wanted to, and he so didn't. "Rats. I wanted the face you made when I wiped my booger on you saved _forever." _

The grin turned into a laugh as the dweeb closed her eyes and shuddered. Her muttered, "You are so _gross," _was just icing on the cake.

So was her taking the book back, but he almost fought her for the frame. "You said I could pick? Leave that one for a while longer. It's cool."

The dweeb blinked at him and gave him the same look that she gave things under her magnifying glass before the corners of her mouth went up again and she bounced to her feet. "'Kay." The book and the picture both went back where they belonged and he thought that was that.

He really was stupid. If he'd been paying attention to her instead of the picture he would have seen her before she grabbed up his right hand and wrapped hers around it. "Hey!"

She just gave him a grin as she pulled him to his feet. "Come on! Mormor is a great cook and I'm _starving!" _Pulled him to his feet and to the door and she never let _go. _

They reached the top of the stairs before Ben's brain thought about anything but how soft and cool the skin of her hand was and it was such a _traitor_. "You don't have to hold my - " he started before his voice showed that it had more sense than his brain and _shut up. _

"So do!" Gwen called back over her shoulder as she raised her chin again even as she started down the stairs. "I don't want you getting lost and you gave up your hand privileges when you reminded me of how dangerous your fingers are, doofus!"

And the stairs…

Ben faced bad guys trying to kill him, mutate him, possess him and _talk _him to death, but watching the dweeb bounce down the stairs in front of him was too much and he didn't know _why. _She was in jeans and a shirt and he'd seen her in so much less and that thought didn't _help _at all. Not when he felt his cheeks burn and his hand start to get sweaty and he had to look anywhere else before she found out how _weird _he really was. If he felt like this around _anyone_ else, he would have just asked his dweeb because she would _know _what was wrong with him, but he didn't so he _couldn't_ and -

And his eyes darted away from her and for _anything else _before he was more than two steps down. If he hadn't, he never would have seen the pictures that hung on the wall there, too, as anything but the flashes of color he saw yesterday as he dashed up the stairs to begin with.

There were so many hanging there, even more than the dweeb had in her whole _room _and way more than his mom had in their whole _house, _but where his mom just hung them up wherever she thought looked good and the dweeb had them clustered around her bookcases and dresser, the ones here hung in rows so neat that he could just see the dweeb and her mom standing there with rulers before they put in a single nail because they were both _weird. _

But as bad as that was, the actual photographs were so much worse.

There were a few of the dweeb and her mom and dad that he just glanced at because they were even more snoresville than the ones she had in her bedroom. At least _those _were from places that fun might have heard of. The first one he saw was just the dweeb and her mom standing there wearing the same dresses and his uncle in the same suit that he saw at Christmas. The whole line down the stairs looked just like that, except the Dweeb kept getting shorter and shorter until the one at the bottom of the stairs had Aunt Natalie was holding a baby in her arms that he only knew was the dweeb because of the bright red hair that was sticking out from under a pink hat that had Christmas trees on it.

His aunt and uncle looked so tired in that one, but their smiles were still huge even if he couldn't imagine his aunt and uncle wearing the clothes that they were in that one now. They looked too _normal. _His uncle wasn't even wearing a suit, just a green shirt that had a collar and khakis and his aunt was wearing a dress that looked like it came out of a catalog and the only jewelry was the wedding ring around his aunt's finger.

The rest were a mix of all the pictures of the dweeb getting awards that Ben knew his aunt would have hanging _somewhere_ mixed in with newspaper clippings that had pictures of his uncle with headlines like **WINS **and **SUCCESSFULLY **with so many more words around and under them that Ben didn't even glance at.

If that was it, they would have stayed blurs even with the feel of a girl's hand wrapped around his, but it wasn't.

"What are _these - _?" Ben growled as he stared at the pictures of _him _that were mixed in with all the others. There weren't many, and almost all of them were the ones from school where he always looked like a _dork _because them made him brush his hair first and smile like a _moron, _but there was one of him in his baseball uniform from last year that was hanging right in the middle of the wall between the Dweeb holding up a gold trophy as she stood there in her sparkling bathing suit and another of her next to a science fair project getting handed a blue ribbon.

He wasn't getting an award like she was. His team never did _that _good, and his aunt sure didn't hang it up because of how good he looked. Not when everything his shirt was a mess of grass and sweat stains and everything from his knees down on his pants was stained brown because he had to slide into home.

After he hit his first home run. His dad took it right after, and it was the only photo that he didn't need anyone telling him that he had to smile for and here it was, hanging with all the pictures of the dweeb and her parents looking their best. He stopped so fast when he saw his grin that Gwen didn't and the sudden tug on his arm that almost sent them both tumbling down the stairs. It would have _hurt, _but it still wouldn't have matched the shock he felt or heard in his voice as he finished, "What's _that _doing here?"

"I know, right? Look at you! I look so good and you're _filthy! _I tried to say something," Gwen said as she spun around and the surprise melted from her face. She said it in a singsong voice that made it so clear that she was lying about that as she bounced on her toes, "but mom always hangs up your pictures the second Aunt Sandra sends them over anyway."

"Why?!" Ben said as he stared at her.

"Why do you think, you Doofus?" He didn't know, and she didn't give him a chance to think before she squeezed his hand and thinking about anything else became _impossible. _At least until she gave him a squinty-eyed look that made his stomach flop and his hand sweat because she was too _smart, _smart enough to know that he was _sick _and -

"Okay," Gwen sighed instead of screamed like she should have and she spun around on her step and started pulling him down them again. "Your brain is shutting down because we didn't eat yesterday and I'm _not _teaching you pre-algebra again! So move - "

Which was as far as she got before it was her turn to stop dead in her tracks. Stop dead and stare at one of the pictures on the wall, the one at the very bottom of the staircase, just under the one of her as a baby, as she _finally _let his hand slip free so she could press both of hers to her mouth.

Ben should have cheered at being free and waved his hand back and forth just to get her cooties off, not missed the feel of her hand. Not that it mattered, not as much as how the little noise the girl made as she stared at the picture. "What is it?" Ben asked, because looking at is _so _didn't help. It wasn't even of anything! It was just white and black splotches that kind of looked like the posters that everyone said had shapes hiding in them, but he knew that was all junk because he never saw anything. "I thought it was just my mom who picked out ugly - "

"It's an ultrasound," Gwen whispered like that explained anything, her voice so small as he watched a tear run down her cheek as she reached out to touch the picture. "It's _Kenny_."

His heart stopped at the sight just like it had yesterday, because she didn't do _that! _His dweeb didn't _cry! _He didn't… "You're not going to start crying again, are you?" The words burst out before he could even think about them and by the time he heard them, so did _she. _

Gwen spun on the landing and glared up at him even as her hand darted from the frame to her eyes. "So not!"

"Good!" Ben shouted right back even as he reached for the back of his head and looked down at his dirty sneakers because they were so much better than seeing her eyes and all the hurt there. He didn't think about the next words he said either, and they were so much worse. "Good, 'cause I hate it when you do."

He sounded like such a _wuss _as he whispered it that he was sure that she'd laugh. She _should. _

Laugh, not tackle him. Not almost make him trip on the stairs as she wrapped her arms around him and hugged him tight. If he wasn't as awesome as he was they both would have gone down in a tumble and he had to grab for her anyway just so that they wouldn't. "What are you _doing?!" _Ben shouted into her shoulder as she pressed head against his and she didn't even have to lean down for once because he was finally _taller _than her!

"I should talk to you on the stairs more often!" Ben cackled because he couldn't help it. It was so worth the smack he knew was coming, except it didn't.

Gwen just let out a breathy giggle that felt so weird while she was pressed against him. "Doofus!" Gwen said as she finally pulled away and took his hand again. "King of the Doofuses!" She declared with a cackle of her own, but she didn't look mad at all as she pulled him around the corner and into the hall down there. The hall that smelled so good with bacon that it should have been all that he was thinking about.

Not her hand or how it was squeezing his, or the way she touched her hair again even as she grinned back at him and pulled him to the kitchen. So _weird! _Why were girls so _weird?! _

Why was _he? _What was _wrong_ with him?

If he was paying attention to _any _of the things he should have been - he didn't even hear the bacon sizzling and he was sure that was _impossible _until now - he would have heard the whispers and known that the kitchen was full before the Dweeb stopped and he ran into her again_. _

He would have known before his mom looked up from the pan on the stove and gasped, before her mormor - and why couldn't she just say Grandma? His dweeb _always _had to do things the hard way! - spun around and her hand stopped mixing whatever it was in the bowl she had in her arms. Before his dad and hers and her grandfather all turned from where they were standing by the fridge, before they all went quiet. Before they all just _stared. _

He would have known before Gwen asked, "What's going on?" Her voice slow and calm as she took a step back and he started to pull her behind him because that's what heroes _did. _

He would have known before her dad - who looked so tired - reached up for his glasses and said, "Pumpkin, Ben… We - we have something..." He started, and after that it was just an avalanche of voices as they all started talking all at once and nothing they said made any _sense._

"Yesterday was so hard - "

"- doesn't have anything - "

" - wanted us to tell you - "

" - been doing this for as long as - "

" - just needs some time - "

An avalanche missing the one man who _should _have been there, who was there yesterday and promised that he always would be.

"Ben!" The only voice that was there that mattered called out as he let her hand slip out of his, but he ignored his dweeb as he turned and ran for the front door. The voices followed as he dashed through the living room so fast that was sure that even his stupid human body could have gone right through it if it wasn't so thick. He wished he had, the locks slowed him down way too much before he yanked the stupid thing open.

"Grandpa?" Ben asked in a hoarse whisper as he stared out across the lawn at where the Rustbucket had been just yesterday, where it still should have been. "Grandpa?!" he shouted as he stepped through the door and his head darted to the right because it wouldn't be the first time that the man parked around the corner just for a joke. "You got me again, Grandpa! Ha ha! Keep it up and - and - "

But he wasn't there.

"Ben!" The dweeb shouted from somewhere close behind as he stared at the dents in the grass that the RV had left behind and that was the only warning he got before she was just _there. _

Ben barely even noticed even after she grabbed onto his arm as he fished the phone out of his pocket and flipped it open. "Is he…?" The dweeb asked as he jammed his thumb down on the 2 button and she pressed in close, close enough that he turned the phone so they could both listen to it ring and ring and ring until there was a click.

"Grandpa!" Ben shouted and grinned as she dug her fingers into his arm and bounced on her toes. They both faded when they heard _her _voice come out of the speaker. "_Just start talking, Grandpa," _the scratchy sound of her laugh filled the air between them.

"_Are you sure?" _Grandpa asked, his voice just as recorded. "_Okay. This is Max. I can't come to the phone right now, but - " _

Somehow Ben didn't scream or break his finger as he jammed it down on the off button before he reached up. Somehow Gwen slapped her hand over the Omnitrix symbol just over the buttons before he could jam his thumb down. "That's just for emergencies!" She said, her voice a low hiss because he could _hear _the footsteps behind them.

"Grandpa's kicking bad guy butt alone!" He hissed right back and she went pale and wide eyed. She stared and worried at her lip for just a second before she nodded and pulled her hand back. His phone didn't do a thing as he jabbed the symbol twice, but if Greymatter knew what he was doing - and the little guy _always _knew what he was doing - then there were two phones in the Rustbucket that had sirens blaring that sounded just like the RV's horn blaring right now.

Grandpa gave him such a dirty look when he tested it for the first time - mainly because Ben didn't warn him first because that was funnier, but the whole thing was the man's idea - and the look didn't go _anywhere _as he made Ben, made both of them promise that they'd only...

But if Grandpa disappearing wasn't an emergency, what was?

This time there wasn't any ringing, there was just the echo of a horn between them as they pressed so close together that his cheek and ear smushed against hers as her hand wrapped around his again. They listened together for anything but his dad coughing behind them and saying, "I already tried, Ben. He's not - "

"_Ben?! Gwen?!" _Grandpa's voice shouted out from the phone with an edge that Ben had never heard before. Not even when things were blowing up all around them. "_What happened? Did - ?"_

"Grandpa!" Ben shouted at the same time as the dweeb did, and for once it didn't matter even as their words and questions overlapped. "Where are you? What's going on? Do you need - ?"

"_I'm fine, you two," _Grandpa said, and the words cooled. "_I told you that you were only supposed to sound the alert when there was _trouble, _Ben." _

Ben sucked in a breath at that. "Grandpa… I - I know, but..." There was a silence after that as Ben tried to think of a reason or a joke or _something _that would have made things better, or at least gotten Grandpa mad at someone else. "It was all the - !" He started and stopped because he couldn't do that to her. Not today.

Maybe tomorrow.

Or maybe not, not even after the dweeb smacked his arm and shot him a look. A look that died as something that sounded like thunder filled the phone. Thunder and the sound of someone shouting and someone else let out a snort of laughter and only one of them sounded the least bit familiar, but Ben didn't know who it was. "Grandpa? What was that? Are you -?" Gwen broke in and she almost yanked the phone away from Ben's ear before he caught her hand with his left and held it in place so he could still hear even as she gave him another look. One that made him nod even as he reached for the watch. "Where are you? We can be there in - "

"_I'm fine," _Grandpa said even though it was such a _lie _because if he was really fine then he wouldn't sound like _that. _Grandpa _always _sounded like he was about to burst out laughing, especially when things got bad, not like _this. _Not like _nothing. _"_I know what you're thinking, Ben. Stay there, and make sure he does, Pumpkin." _

"I - " Gwen sucked in a breath at that.

And so did Grandpa. His next words lost the chuckle that was almost always in his voice. "_I'll be back as soon as I can, you two, but… but there's something I need to do first. I'm sorry, but we're going to have to put summer on hold for a while. I'm mailing back all your stuff and - "_

"I don't care about my stuff!" Ben snapped into the phone.

Gwen took over in the very next breath. "Just tell us what's going on!"

"It's our job to - " Ben tried to finish.

"_Your only job is to look out for each other and enjoy the summer!" _Grandpa said, and there wasn't anything but exhaustion in his voice now. So much that he didn't even sound like Grandpa. "_I just need some time after yesterday and I'll be home as soon as I can." _There wasn't anything after that but a click.

A click and a soft, "He answered?" From behind the.

"Daddy?" Gwen asked as she turned and looked over their shoulders at him while Ben just stared down at the flip phone that was cupped in their hands, at the thing that was still humming because the man who _promised.._.

"No."

"It's okay, Ben," his mom said as she took a step forward, and she sounded so kind and worried and -

And it was just _noise. _So were all the other murmurs he could hear behind them as everyone came out to _watch_ because they cared so _much. _His family and hers and… and he was _stuck _with them because Grandpa - Grandpa...

Too much noise.

Noise that only got louder as he just _ran_.

Ran across the lawn, through the spot where the Rustbucket _should _have been and down the street as the noise got louder behind him and he didn't _care_. He just raced by the house next to hers with their white fences and trees and bushes that were all the _same _and then another as he reached for the watch.

Ben heard Grandpa's voice in his head as he pushed the button and the dial sprang up against his palm. Grandpa's and his _parents _and _teachers. _He heard all the don'ts and all the rules he was _supposed _to follow and he didn't _care _anymore. The only thing that kept him from slamming the watch face down right in front of everyone was that he needed the right alien and his heart was pounding too hard for him to hear the beeps so he could count them.

It was pounding too hard for him to hear the sneakers smacking the pavement right behind him, too, until he felt a hand grab his arm and he spun his head as a _furious _dweeb raced along next to him. He was _sure _she was going to make him stop, but she just glared ahead at the house at the end of the block, one that was full of bushes and trees instead of fences and nothing. "This way!" She said, her words a hiss as she ran faster.

He always forgot how fast she was when she wanted to be and he just ran faster so he could keep up, even if they were both puffing for breath and half bent over as they dashed into the yard and she pulled him behind a bush that was almost as tall as they were. He waited for all the words that were coming, all the reasons he just _had _to stay here and stay Ben and he wasn't going to give her the chance. "I don't _care!" _

Not when he could already hear the Walrus bellowing their names down the street, "Ben, Gwen! Get back here!"

Even if today had been a good one, he still would have reached for the watch when he heard that, even if he could hear his mom yelling at the man, her voice just a touch softer. If today had been a good one, the dweeb would have smacked him by now, too. She always _exploded _when she held it in and her face got that red. He was almost right because the Dweeb did just that not a second later.

Just not at him.

Gwen stepped out from behind the bush and screamed at the people that Ben couldn't see but knew were there. She was so mad that she _shook _as she shouted, "Leave him alone! You're not _helping!" _

If _he _was the one who shouted like that the why wouldn't have mattered and it wouldn't have solved a _thing_, but it wasn't. Even with the plant in the way he heard the running and the talking stop dead in their tracks. Even his. He stared at the girl as she slipped back behind the trees. At least he got to see the impossible before she killed him. The dweeb _yelled _at her dad? At her grandparents?

His stomach twisted because nothing was right, especially not her eyes flickering down at the watch as she growled. "What are you waiting for, Doofus? An invitation?"

For just a second he pictured her handing him one. One that she made herself with handwriting so fancy that he could barely make out the words like on all her birthday invites and he laughed because at least that was normal.

So was the flash of green light and the blue, black and red blur as XLR8 raced out of there and left their families in the dust.

\- o - o - o - o - o -

They were halfway across Bellwood before she shifted in his arms and leaned in close to the hole by his jaw where the alien dinosaur's ear was, and he still had to slow down to hear what she was saying over the wind. " - n't just run around, Ben! We need a plan!"

Ben ground the alien's needle teeth together because planning was the last thing he wanted to do. That or think or anything else. He just wanted to _run. _

No. He wanted to find Grandpa and _make _things go back to normal and to do that…

To do that, he had to listen to the girl in his arms. Like always.

But that didn't mean he couldn't have a little fun, or enjoy her shriek and the way she clung to his neck as he raced them up the side of the tallest building in Bellwood. The one that liked to pretend that it was a skyscraper even though he'd been in New York and Chicago and _knew _that it so wasn't, but it was just tall enough that he could see the ocean and the big ships that were sailing across it when they reached the top and he stopped in a storm of gravel.

Not that he paid any attention to _that. _Not when the dweeb kicked until he let her slip out of his arms. Not when the dweeb's face was just the shade of red he loved as her hands went to her windblown hair and tried to shove it back into place before she smacked his arm. Hard. "What was _that! _I thought you were just going to - !" Ben felt XLR8's thin lips pull tight around his fangs as he grinned under his wind-mask as he listened to her yell at him and it was…

It was almost as good as it was when she spent the whole karate tournament glaring at him. Some part of him wanted to ignore her just like he had a week ago, because she started out just this red when he said she didn't like karate. If he did, he knew that she'd be crossing her arms in a minute. If he got her a chair she'd cross her legs, too. Five minutes after that she'd be kicking her foot and after that…

After that they'd be screaming at each other again and it wasn't worth it. Not now, and not when he got a smoothie bath a week ago or after everything yesterday. Still, if it wasn't for that, if she just glared at him…

At him and not the beach just forty floors down and a mile away or at the best karate in the world - karate she _loved _\- as it happened right in front of them. He didn't even know why it made him grin, but it did.

"I thought we'd start somewhere high up," Ben said into the face of her rant as he made a show of looking over the railing and down the side. They weren't anywhere near high enough that it made the cars look like toys, but smallish dogs was almost as good and it should have made the Rustbucket stand out just as well if it was _anywhere _close.

It didn't.

"Yeah right. You just wanted to hear me scream,"Gwen sniffed even as she came over and leaned on the railing with him. She was quiet for a long time after that - like maybe even a whole _minute _\- as she helped him look before she sighed, "He's not here, Ben."

XLR8's tail swished a little faster, but somehow Ben kept the growl out of his voice as he said, "Duh. I'm just trying to get the lay of the land before we go find him." He said the words that he still didn't really get, but Grandpa always said them and…

And he was…

"It's not going to work, Ben."

If she'd shouted that he could have just ignored it, but she didn't. That was what made him spin around so fast that his tail slapped the railing and he kicked up more of the gravel that covered the roof. "Why not?!" Ben hissed. "Between the watch and your voodoo we'll have Grandpa back before the bacon's - "

The dweeb just stared at him for another heartbeat before her face fell and her arms wrapped around her middle. "I don't have my spellbook," she said and she sounded _miserable _again. "I left it in…"

Ben closed his eyes as he remembered how she charged out of the Rustbucket yesterday. She didn't even put on her _shoes, _of course she didn't… He swallowed down the same sick he felt when he heard her run for her front door. He tried to catch her, but he got tangled in his seatbelt and then Grandpa made him _wait. _Like her parents were going to do anything that _helped._ Like he... "Then - then you can hold the map while we - "

"Ben…"

Why did she keep saying his name like that?! "What?!"

He watched the girl take a huge breath before she nodded and me his eyes again. "I have all sorts of maps in my desk and we can get them and out before anyone even notices. Where do we start?"

"I - " Ben started and stared at her as she stared right back with huge eyes and the glimmer of a smile like he _knew. _She was hoping that he thought of something that she hadn't and that…

That was _impossible. _

"We… I don't know, we could start at that old Plumber's base and - "

"Good idea! Getting to the park is _easy! _We can find a map for that anywhere!" Gwen nodded as she hurried up and wrapped her arm around his shoulders again and he scooped her up without even thinking about it because this should -

"You remember how to get in, right?"

"I… You don't?" Ben whispered as he just stood there. He felt his mouth go dry as he stared at hers and watched her grin die because of course she didn't. He'd been there four times and _he _didn't have a clue. Not when Grandpa always took him there at night and never went the same way twice. "And - and we've been to his friends, we could…"

Gwen nodded at him as she slipped and arm off of his shoulder and reached for her pockets before she made a face and caught herself. "Come on. We'll have to be quiet, but you can write down their addresses while I get the maps and I'll figure out the quickest way - "

"I - " Ben tried and tried and he kind of remembered where all the old guys that Grandpa made them meet instead of going somewhere fun last summer lived. Kind of, but he never really paid attention to anything as dumb as their _addresses_. Why would he? They were _geezers_.

Gwen just stared at him with her huge green eyes until his stomach twisted and his mind raced. "Then… then we'll get a map from one of those tourists centers! They always list the RV parks and Grandpa - !" Grandpa made them learn how to read the maps just like he did everything else. They were even pretty good at it now. Except for in Boston, he still didn't have a _clue _what happened there or how they got so lost.

"That's not going to work, Ben…" the dweeb said again and it was too much.

"Why _not_?! It'll work, you know how fast XLR8 is! We could have everything around here checked in an hour, hour and a half _easy _even with the Watch recharging_! _It's the Rustbucket, it's not like - "

"It's the _Rustbucket_, Ben. Grandpa could be…"

Anywhere. She didn't even have to say it. She let the rest of that just die off as she turned around and why wasn't she _mad? _He could _deal _with that! He… he let his eyes drop because it was so much easier than looking at hers when they were this big.

"It's - We - " Ben shook his head and set the round thing on XLR8's feet because he had to _try. _

She was faster, she was always faster. She pulled him close and hugged him tight as her voice was soft like he was a _baby_. "He left, Ben. He - "

"He wouldn't!" Ben shouted at her as he pulled away and he was so glad that he was XLR8 right now as his eyelids flickered, all three of them, because he knew what that meant and if he was human… "He's _Grandpa! _He - he needs us! He's probably out their kicking bad guy butt right now and he just - !"

Just forgot them. Just left. "He didn't even say goodbye…"

"I know," the dweeb said, and she sounded so close to the edge again as she reached for and squeezed his hand and it was just too _much. _

"He - !" Ben shouted as he yanked his hand free and spun around so hard and fast that his tail swept up a wave of gravel and flung the rocks across the roof. "It's isn't _fair! _We didn't do - " And that was why he left, wasn't it? He had the watch and she had magic and it _still _wasn't… They still couldn't save… "It isn't - ! It's not _FAIR!_"

He wanted to rage and run and scream, but he settled for kicking at the gravel with the disk things that were a part of XLR8's feet over and over again until his legs ached and his lungs burned and he just collapsed. His legs folded funny in this body, but he still hugged his knees close as his face mask pulled up and panted for air that tasted like dust.

The gravel crunched behind him - the only gravel he didn't rage at because she was there - and he braced himself, but Gwen just sat down next to him and leaned against him. After a second he felt her arm wrap around his back. He stared at the mess he made and the little shack with a door in it that he was sure security would be charging through in a minute if all the honking he heard below meant anything. "This is where you're supposed to yell."

"Duh," the dweeb breathed at him. "You didn't leave me any rocks."

The air was so dirty that he almost spat as he sucked in another breath, and he almost spat it on _her _as he turned his head and shoved away. "Why aren't you - ! It's _GRANDPA! Don't you even - !" _That was as far as he got before her face turned red and her lip shook. That was all it took before he shoved his clawed hand over his eyes. "I - I - sorry. I know that - " When she still didn't say anything, when he felt her hand on his arm again he couldn't help asking, "Why aren't you _yelling?" _

"Would it help if I did?"

The "no," he let out sounded so miserable, but it was all he had left.

"Well, then why do you think?" She asked before she let out a noise that was almost as miserable as his no as she sat down next to him again. "And because a doofus didn't when I _yelled _at him yesterday."

"He sounds like an _idiot," _Ben laughed because he wouldn't have yelled at her for anything. Not yesterday, not even if she tore up his gold Sumo Slammer card right in front of him.

"You have no idea," she laughed, or she made a sound that might have been a laugh anyway, "but I don't know what I would have done without him."

Those words should have made him feel a thousand feet tall, but they didn't. "I can't believe he just..."

"I know," Gwen whispered as she slipped her arm around him and he _let _her. He just wished… He wished that she didn't say what she did next, because he knew it was _true _even if she couldn't put it in words. Not really. "It's Grandpa, Ben. We can't… He- He didn't even say goodbye."

He nodded anyway as he sank deeper into his arms and muttered."This summer _sucks_."

"Yeah," Gwen said as she pulled up her knees and leaned closer as he wrapped an alien arm around her and they just stared at the railing and the city beyond it that they were _stuck _in. "We only got to see the second biggest hairball in the world this time. What a bust."

"Stop it!" Ben said as she forced another laugh out of him. "_I'm _the funny one."

"You keep telling yourself that, Doofus," the Dweeb said with a titter of laughter that he felt in his hip as she pressed against him.

Wait, what? "What's in your pocket?"

Gwen made a sour face as she reached between them and pulled out his phone. His vibrating phone. If this was a cartoon, then there would be bad guy butt to kick and Grandpa's to save and a summer that would be -

"It's your mom," the dweeb said before his hopes could even reach the launching pad. She didn't even flip the thing open, she just _knew. _"And mine. And my dad and yours. I'm sure that Mormor and Morfar would be calling, too, if they knew your number. They've been calling since we left."

"Oh," Ben said as he leaned his chin against his knee.

The dweeb just nodded as she shoved the phone back in her pocket. "Yeah."

"We didn't even get to kick any bad guy butt, not really," he moaned into his arms as the phone kept buzzing. Now that he knew it was there, it was the only thing he could hear. Not that it mattered.

"Except for Animo and the Poodle and all those gangs and that guy who could - " the dweeb listed off as she held up a finger for each one.

"Please, those were all _easy," _Ben said because they were and even though they weren't. "I wanted a _challenge _this year. One that showed off my mad Fu skills. Really save the world, or maybe a city or _something._"

There was another silent moment at that before she elbowed him. "You saved me yesterday and you didn't need the watch to do it. Or your mad Fu, you _dork._"

Ben didn't know how. He didn't even know what he _did - _it wasn't like he _fixed _anything - but she smiled at him like he did anyway and… and… "I _guess," _he said with a roll of his eyes, but he pulled his lips back in a smile anyway.

"My hero," Gwen said as she rolled her eyes right back and her tone should have been the start of another fight, and maybe it would have been if she didn't put her head on his shoulder as she said it.

"_Fine," _he huffed out as he leaned back against her and wished he was Ben. "I guess saving my dweeb counts."

"Your dweeb?!"

His heart stopped as he realized what he said and she pushed away so she could glare and he said the only thing he could think of. "Duh."

"Whatever. Your dweeb, please," she muttered as she shook her head. Then put her head back on his shoulder and he wasn't sure, but he thought he saw her _smile _as she did. Or she did before she let out a sigh and poked at the watch with her hand. "One minute."

Ben wanted to deny it, but they'd both gotten too good at timing the watch as long as it wasn't being _weird. _"Aw man… Do we have to?" He asked her even as they stood up and his face mask slid back in place. He looked through the visor at the world all around them; at the beach and the mountains and all the roads that went somewhere else.

Somewhere besides _home _and the parents that drove them both _crazy _even when Grandpa was here.

Gwen looked, too, as she wrapped her arms around his neck. She looked at all the places that should have been seeing before she sighed and poked his chest again. "I'm not thrilled about it either, but we're in enough trouble as it is, Ben. Listen to your Dweeb, you doofus."

"Whatever," Ben groaned as he picked her up because he could have taken them down any road in the world. They could have found Grandpa and kicked bad guy butt, but they went home instead.

\- o - o - o - o - o -

They almost made it, too.

At least XLR8 got them over her fence before the last beep, and the grass was nice and soft as they tumbled into it. Nice and soft and so much fun to watch her spit out of her mouth as she pushed herself up and glared at him. Ben couldn't help his laugh or his crowed, "Thank you for flying XLR8 airlines with nonstop service to your back door

"Non-stop's the problem, you dummy!" Gwen yelled without heat as she pushed herself back up on her butt before she pushed _him. _"I didn't even get pretzels!"

"Pretzels cost extra," Ben groaned out as he pushed himself up because everything _hurt. _He'd gotten better at landings since he started Karate, but there was only so much that even the Sensei could do about that kind of stop, especially since he was trying to keep her from taking the worst of it and having a big stone charm in his pocket _so _didn't help. At least he wasn't seeing double dweebs when he looked at her this time. .

He just wished he didn't see the back door come flying open either, or his aunt came barreling out a second later with a cell phone shoved against her ear. "Hold on, Frank, I thought - " the woman started as she stood there on the deck in a light purple robe and with an arm wrapped tight around her stomach.

It took Aunt Natalie almost a whole ten seconds to spot them, ten seconds that they could have used to disappear in. They'd done it before when bad guys were chasing them, but the Dweeb never froze when guys with guns were chasing them like she did as her mom's blue eyes scanned the backyard.

Neither did Ben, but his wore off the second the woman gasped and shouted, "They're here, Frank! They're in the backyard! Call everyone!" Then she just dropped the phone and hurried over.

Hurried as fast as she could anyway. Ben was so much faster and back to his feet the second that his brain started again. The dweeb didn't even _move. _She just stayed there on her butt and went pale as she stared. Ben moved to grab her, to pull her up and after him even as he cursed the watch that was still recharging because it always picked the _worst _times because it _hated _him!

But he couldn't let that stop him, not when his aunt was - well, not charging, but shuffling fast and it was Aunt Natalie and it _so _didn't matter. He grabbed for the dweeb's arms anyway because he had to _try _and then the bomb went off.

Not the one with words that Ben was _sure _that the woman was building up to. His aunt didn't make a sound as she grabbed them both up and pulled them to her instead. Then she did, a single soft sob.

That was all it took. "Mom!"

"Aunt Natalie!" Ben shouted as he tried to pull away because his aunt didn't… Not any more than his dweeb.

"Are you okay?!" Gwen shouted and she sounded just as freaked as she pulled away, too, but her eyes stayed glued on her mom as she looked for _anything _wrong before she turned and locked her eyes on him. "Ben!"

That was all she had to say. Ben just nodded as he reached for the watch that _still _wasn't ready and the phone that should have been if it was in his pocket before he just nodded and spun for the porch and the phone his aunt had dropped. "On it!"

"What are you two… I'm okay!" Aunt Natalie said from out of nowhere in a wheeze before she straightened up. "I'm just - "

"Save your breath, mom!" Gwen said as she yelled at her mom for the first time _ever_ even as her breath came in short gasps. "Ben!"

"_Gwendolyn Rose Tennyson!_" Her mom's voice filled the back yard and echoed like magic and it froze them both in their tracks as the woman shoved herself back up. She looked so pale and sweaty under her red hair, but her blue eyes _dared _them to disagree. "Listen to your mother, I'm _fine!" _

"But…" Gwen said, and Ben never heard her sound so small or look as pale as she did as she looked at her mom.

Or shake as hard as she did when her mom pulled her in close and hugged her hard. "I'm not made out of _glass_, Gwen," the woman whispered into his dweeb's ear. "The doctor told me not to run after, but…Shh, shh, I'm okay."

Ben just stared at them both as they knelt there in the grass, his stomach a knot as he eased his way to the dropped phone. He made it almost three whole steps before the eye he was sure his aunt had in the back of her head saw him. "Benjamin Kirby!"

His name didn't echo, but it still froze Ben's blood. "Awww, man." The sight of the woman straightening up and hobbling over to him so didn't help. Neither did the wide eyed look Gwen was giving him because he couldn't tell if Aunt Natalie had an arm around her shoulders because she needed help standing up or just to keep the dweeb from escaping as she pulled the girl along with, but he knew his aunt.

That was why her yelling wasn't a surprise. "What were you _thinking, _young man? Running off like that?" The woman ranted with every step, her blue eyes a hurricane as they burned into Ben and he actually took a step back before her scowl got deeper and the boy who faced down monsters just froze and swallowed hard. Not even _Kevin _had anything on the dweeb's mom. "I should - !" The woman started as got right in Ben's face.

Then she wrapped her free arm around him and hugged him - hugged _them _close again. "You two scared me to _death,_" she whispered into Ben's ear and all the fight just left him as he felt her shake. _"_You scared all of us."

That's okay, guilt took its place. Guilt because he could see how tired she was with her every move. He saw it yesterday, too, and here she was… "Why isn't dad out here yelling?" Ben asked into her shoulder as he tried to find an out that wouldn't hurt the woman. An out for him and his dweeb as he looked down at the watch and it's red face and his parents were always an easy touch. Way easier than…

"Why do you think, Ben?" His aunt asked as she pulled away so she could glare at him, and she almost sounded like herself when she did. "He's out looking for _you. _They all are. I would be, too, but someone had to stay here in case you two came back and..." And she didn't have to say the rest. One look at her was enough.

"They are?" Ben asked because that was almost as unbelievable as thinking that the woman in front of him, the one who looked so ready to fall over, would…

But it was Aunt Natalie. She would have done it just to prove she could. Just like his Dweeb. The dweeb who looked so pale as she stared up at her mom until her mom turned and stared right back. Ben sucked in a breath at the sight of her. "I… The dweeb just came with me to keep me out of trouble, Aunt Natalie. It's all my fault. Don't blame - "

That was what made his dweeb look at him instead. She looked so shocked that he almost grinned. He almost thought he shocked the words right out of her until she shook her head. "No, he didn't! I just… I had to get out of here, too, mom! Don't yell at - "

"Yell?" Aunt Natalie asked and her brow creased as she looked at them both. "Blame? Why would I - I'm not _mad _at you! Either of you! Why would you - ?" The woman sucked in a breath and closed her eyes for just a second. "Of course. What else would you think?" When she opened them again, she just looked sad. "I'm not mad at you, Ben. Or you, Silly Bean. Do you really think that you're the first Tennysons who have stormed out of this house because Dad - ?"

Maybe she meant well, but Ben shoved his way out from under her arm anyway. "Grandpa didn't - !"

"Ben!" Gwen shouted at him as her eyes shot back up to her mom.

Who went a little more pale after his shove . "Aunt Natalie, I'm - !" Ben tried as his stomach twisted over and over again.

"I'm _fine, _Ben," Aunt Natalie repeated to him and pressed a kiss into the Dweeb's hair. "He didn't do anything wrong either, Ben. It's not your Grandpa's fault that he…" The woman took a breath then. "I don't know… We never told you, we never wanted you to worry, but your Grandpa flew in a war and… And ever since then there have been times that he just needed to get away. It isn't anyone's fault." She looked so sincere just like all adults did, but the woman didn't meet his eyes and Ben _knew _what that meant.

He knew and he swallowed hard as his eyes went to his sneakers. The ones he always left everywhere with his dirty socks even though Grandpa always…

If he'd been better. A better hero, a better kid. If he just _listened_ then maybe…

That was as far as he got before he felt an arm wrap around him again and pull him close even though he was eleven and a man because his dad said so and men didn't bury their face in their aunt's shoulder or feel their eyes burn when they did. "All you Tennysons are the same. You're all menaces," his aunt whispered to him, "and you all think that you have to save the world."

There was a little wet laugh to Ben's right at that, and this time it didn't feel gross as all when the Dweeb found his hand and squeezed it. "Someone's gotta," Ben said into the smooth material of his aunt's robe and when he felt her lips press into his hair he just let her. He was too tired to do anything else and besides, he'd forgotten how good the woman's hugs were.

Between her mom and his, no wonder the dweeb's felt so good.

"It's not your _fault,_" the woman said again Then she sucked in a breath as she choked on the next words. "It's _mine. _I know that I ruined your - "

"Mom!" The dweeb shouted out as her hand slipped from Ben's and it didn't matter.

Not when Ben felt it wrap around her mom or when he let her pull him into the hug, too as he shouted, "You didn't!"

"No?" Aunt Natalie asked, and she sounded so tired and sad for a second before a little of his aunt came back. "But… but I still… There's still plenty of things around Bellwood that you two can do. I'll talk to your mom, Ben, and if she can't take you then… And you can always come over here. You know - I hope you know that you're always welcome and we have plenty of fun here."

Ben didn't, but he couldn't say that. "It's summer, Aunt Natalie. I'm not learning nothing."

The stereo sighs he got from that were worth the world.

"We'll see about that, Ben," his aunt promised. Then she pulled away and gave him another look. "Just… don't run off like that again. And don't be mad at your Grandpa either. It's not his fault. He'll be back before you know it, and you have that to remember him by until he is." Ben looked down at the Omnitrix as his aunt brushed her hand over it before she squeezed his hand and looked up. "Your mom and dad were talking about going home tonight, but they always have a fireworks show on the Fourth of July in the park and we can see everything from back here. If you wanted to stay…"

Ben just nodded and his aunt smiled a wane smile as she took them both by the arm and pulled them both inside even as her steps got smaller and smaller, but she didn't stop until they got to the kitchen bar and she all but pushed them onto the stools. Even in a robe and with her face pale there wasn't any arguing with her as she ordered, "You two stay _here _until everyone gets back. I have to - What did I just _say_?"

"But - "

"No buts but yours and that stool, Gwendolyn," her mom said. "I love you both, but I can find a place to sit without you two helping."

Maybe she could, but she only made it two more steps before Ben _had _to say something. "Aunt Natalie! I'm sorry!"

The woman didn't turn around, but she didn't have to for him to see her shake her head. "I told you, I'm not mad, Ben. You don't have to - "

"Not for that!" Ben cut her off because he had to say it before he lost his nerve. Because maybe the dweeb was right, she usually was. Maybe there wasn't anything he could have done even if he'd _known_, but he should have _tried. _That's what heroes _did. _"I'm sorry about… Kenny would have…"

His aunt didn't say another word and neither did he. He couldn't, not when she proved that she could go for a hug every bit as fast as his mom could and she hugged the air out of him. He hoped he said the right thing and was so sure that he had messed it all up when he felt something wet hit his hair right before she pressed a kiss into it. "My little heroes. Thank you, Ben."

His aunt turned away at that, and Ben saw her wipe her eyes as she made her way to the couch. He might have followed her anyway because heroes did that, too, if the dweeb didn't pick that second to tackle him again. Tackle him and kiss his cheek before he blushed red and shoved her away with a "Get off!"

The dweeb just laughed at that as she rocked back a couple of steps, but that was all as she sank back down onto her stool. Then her hand was against her eyes again even as she grinned at him and said, "Mom's right, Doofus. There's plenty of things we can do around here until Grandpa gets back. Plenty of things that I always wanted to do," just soft enough that her mom didn't hear her saying that.

"Like what?" Ben bit out because this was _Bellwood_ and nothing ever happened here_. _"And if you even _think _the words Learning Camp..."

Not that his Dweeb ever backed down from a challenge. He could see her mind spin up to speed as that little crease appeared in the middle of her brow. "I wish! But that's been full for… but… but… There's still plenty of stuff! There's paintball and the lakes and we can go shopping and - !"

"Girls!" Ben shuddered at the last thing she said as he glared at her. "I am _not _spending my summer watching you try on clothes!"

"We can do something else, too!" The dweeb said, and then her eyes lit up. "There's an arcade at the mall by me and if you go shopping with me then I'll- "

Beating her was always so much fun, but "Nope. Not good enough."

"Oh, come on!" Gwen said as she gave him _the _look. The one her dad always crumpled at and Grandpa could barely resist, but Ben knew he was made of sterner stuff.

Besides, getting out of things he didn't want to do was what he did best! Best of all, she gave him all the ammunition he needed last year. "The _only _way I'd go shopping with _you _is if I get to pick out something that you _have _to try on even if it's _ugly. _And I mean Animo _ugly _and it's _gonna _be!" The words were a dare and one he was sure that she'd never meet. Not after the way she freaked out whenever Grandpa tried to help her pick out clothes last year and when her not Grandpa grandpa told her she should wear a dress. And she _knew _him. He'd pick out stuff worse than either of _them. _

All that was left was watching her _fume _because he _won _and she _knew - _"Okay!"

"Wait, what?!" Ben said as he felt his mouth drop.

She just grinned and kicked at her stool. "One outfit."

"Per trip!" Ben scrambled.

And her grin just got bigger. "I already said _yes, _Ben! You can stop now!"

She was _evil! _Pure _evil! _"And I get to take a picture so you always remember - !" He said as he shoved his watch hand into his hair.

That was when her smile finally slipped and her eyes went to the ground. He wanted to laugh, he _should _have laughed, but… "Fine! No pictures, but - "

"I don't care about the picture, Doofus," the girl said as she reached out with her free hand and brushed it over the Omnitrix. "I just wish…"

'Wish what?" Ben asked as he fought down the urge to yank the watch away. He would have if it was anyone else. Anyone who he wasn't sure would get hurt if he did like Aunt Natalie, but it wasn't. It was Gwen and she earned…

Gwen shook her head before she let her hand and her voice both drop. "I just wish Grandpa gave me something like that."

Ben looked down at the watch. "You - you what? What about your spell - "

"Yeah. I guess. It's just… It's always in my backpack or in the Rustbucket and it's just not…" she let out a breath as her shoulders slumped and she shook her head. "Never mind, it's stupid."

"Yeah, its - " Ben started as he stared at her and then the Omnitrix. "No. No, it's not." Not after all the times just looking at the thing made him feel better. How could a stupid _book _ever compare?

How could _anything? _

He didn't know and it didn't seem to matter. Not to her. Not when she just grinned at him as grabbed up his hand and stood. "Now come on! We have all summer and we need _plans_!"

"Evil!" He shouted at her back as she yanked him off of his stool.

They made it all of a foot before her mom shouted out, "Gwendolyn, what did I - ?" And then that didn't matter either. Not when his parents and her dad came bursting in through the front door. There was so much noise then. Noise and tears and hugs that only got worse when her grandparents joined in a moment later.

Somehow they ended up on their stools again as her grandmother rushed for the kitchen and his mom rushed for hers and the two women hugged like the last five years never happened.

It didn't make any _sense. _None of it did, not since before summer even started and Ben was tired of trying to figure _any _of it out. He even let the Walrus clap him on the shoulder again and watched the man walk with her dad into the kitchen before he turned to the Dweeb who looked every bit as stunned and whispered the word, "Fireworks?"

She turned and beamed at him even as she reached down and took his hand again. "They fill the whole sky! It's been _years _since I've been home to see them, but - " There were more words after that, and she waved her free hand into the air like she was casting a spell, but he didn't listen. Not after she squeezed his hand like -

He didn't _know. _

Maybe it felt weird because it was Gwen, and she was always pulling stunts like this. He should shove her off of him, but that would be work, and trouble, and someone would yell at him again and Ben was just...tired. And it wasn't bad. Weird, yeah, but not bad.

Besides it was the fourth of July, and half the summer was gone, and maybe Gwen was right. That the second half could still be okay.

*"Hey...Gwen?" He heard his voice say softly into her spiel and her head dropped in surprise as her face flushed. "H...Happy Fourth of July." Her green eyes got so big as she blinked at that, and just when he was _sure _it was the dumbest thing he ever said she smiled like he'd never seen her smile before.

His face burned at the sight of it. When he looked away from her and caught his dad watching them from over by the couch before he turned back because he couldn't let go of her hand.

Like she would _let _him.

Nothing and nobody made any sense anymore. Especially not _her, _but maybe that wasn't all bad. Besides, he was a hero. Normal was _boring _and that was the one thing his dweeb never was, but he still threw a piece of bacon at her the second her grandmother set a plate of it down in front of them just to make her yell, "Ben!" one more time.

And so he could laugh as she caught it out of the air and ate it with a satisfied smirk, all without letting go of his hand. Maybe they weren't going to kick a lot of bad guy butt like he hoped or see all the things he wanted to while Grandpa was... but at least she'd be bored with him.

"Yeah, maybe this summer can still rock," Ben said as he grabbed up another piece of bacon and shoved it into his mouth. He didn't think he said it loud enough for her to hear, but it was Gwen and he couldn't hide anything from her. Nothing but the weird feeling he got as she squeezed his hand and smiled at him again.

That, and the question that came with it; if he wanted that feeling to go away, or if he wanted to keep having it, but he had plenty of time to figure it out.

\- o - o - o - o - o -

**Erico Omake**

**They (Mostly) Come Out at Night - ** _The nice thing about working the graveyard shift, Deke Jameson thought, was that basically nobody bothered him. It was boring. He liked boring. Except tonight, it wasn't. Tonight, a huge red alien with four arms in a white striped T-Shirt walked up to buy a smoothie. Tonight, his life changed._

This is the epilogue to their first year and it brings the fluffiness as it shows how becoming heroes has changed them and the world around them. I can't recommend it enough and you can find it at: s/13386146/1/Little-Moment-They-Mostly-Come-Out-At-Night

I hope you all enjoy reading it just as much as I do and leave reviews! They're the coin of the realm.

**Author's Notes**

1\. This story has gotten a bit bigger than I thought it would and the end of their first year seems like a good time to take a break so I can work on their second. I'm not sure how long it will be, but when I come back I'll be posting be weekly again right up till the end of Little Moments. Once again, there will be new chapters, including Christmas and their 12th birthday party and more of Max vs the Highbreed and it all starts when the Principal calls Gwen into her office because there's a new girl who needs someone to show her around.

2\. Finally I want to thank everyone who has been with me so far. I know that a reboot was a lot to ask, but I'm so glad that you took the chance. I especially want to thank everyone who has left a review. I read them all and I'm really grateful for everyone who took the time. I did my best to reply to them all, too, but if I didn't it was just because I didn't know what to say.

Thank you, and Little Moments will be back!

But first a digression because the kids really do need to start Kindergarten...


	19. Speaking My Language

Chapter 19: Speaking My Language

_Angelwood Academy_

_Bellwood, California_

_August 30th, 1999_

_7:55 am_

It was the first day of school and there were so many things that Gwen _should _have been thinking about. Things like her schedule and books and teachers as she threaded her way through the crowd so she could get to her locker and get _some _of the books out of her backpack before her spine telescoped.

All of that and more called out for her attention, but instead of focusing on _any _of it her world shrank down to the phone that she could _feel _buzzing against her kidney.

She only had a few minutes before her first class started and Gwen knew that she shouldn't. Not after everything that happened just because she answered a few texts at the end of last year. Even having the phone turned on tempted fate considering Mrs. Adams was her homeroom teacher this year and she _always _walked the halls before the bell rang.

But really, what was she supposed to do if the Doofus wouldn't take the hint and kept calling her? Ignore him? She wished she _could, _but that never worked before and Ben had a habit of getting twitchy when she didn't text or call back. It was for his own good, really. And hers. It kept him from going hero and racing in to check on her. She shot another look at the mob that was filling the halls and she didn't even have to imagine what they'd do if a dinosaur or a big bug showed up from out of nowhere.

That was the only reason she answered. It wasn't like she _enjoyed_ listening to her dummy chatter away like the world was ending.

" _\- even old Squid Face was this horrible! This is torture! I know it is, they said it was on the news!"_

"Poor baby," Gwen snarked back because this was _karma _and magic. "Do you want me to get you a blanket? I can't even _imagine _how hard it must be to get up a whole hour earlier. Oh, wait! Yes, I can! It's when I've been getting up since _forever!" _

"_Yeah, but you're __**weird**__," _Ben said after he blew a raspberry into his phone, which just proved how _gross _he was.

Gwen just sniffed into hers because she was a lady and _respectable. _Sniffed and didn't grin, not at all. "And _you're _the one who wanted to go out last night!" Heroing at midnight. They really were crazy.

"_We _weren't _spending the end of summer in _bed, _you dweeb!" _Ben laughed and she just rolled her eyes. Maybe she did it as she yawned, but if she did then he did, too, but that didn't stop him. "_Not when we had bad guy butts that needed kicking and a smoothie gift card that still needs spending!" _

"We didn't get that as a _challenge, _Ben!" Gwen hissed as she ducked her head and looked everywhere at all the people who weren't paying her the slightest bit of attention. Some part of her knew that they couldn't hear the Doofus on her phone - _she _could barely hear him - but _he _was never as careful and even with the chatter around her and his…

There wasn't enough chatter on his end. Gwen slipped to the side and against the wall as she added, "Where are you? I know that you're allergic to school, Doofus, but - "

"_I _wish, _but the teachers here aren't that blind. Not like they were last year. Middle School blows._ _You're so lucky you don't have to deal." _The words didn't mean a thing, but the way the boy sounded like he was going to spit as he said them? That was enough that she could relax at least a little. Enough that she could start walking again even as her attention split between the voice in her ear and avoid the sea of kids meeting up with each other and hugging and telling stories and sharing gossip. "_I just made it to my next class before anyone else, and I swear if hanging out with you is turning me into a dweeb, too…"_

"We wouldn't be so - " Gwen gave up on the act and let out a grin that she _wished _he could see. It was such a nice thought that she almost walked right into Marci and Blair as the two stood there talking about _something _and eyeing the school like it was theirs while Olivia came running up. That was normal, too, and so was Gwen's scowl as she ducked behind someone else as she came in so the three couldn't see her.

Grandpa was right, out of sight really was out of mind and Gwen wanted the three of them as far from her mind as possible. She didn't want to _remember_ how they humiliated her before summer started, or what Marci had whispered in her ear in that hurtful voice of hers.

She didn't want to, but wanting didn't stop her from doing it.

"_Gwen? You okay?"_ Ben's voice came from nowhere in her ear and she jumped as his worry hit her. She blinked, tried to remember how many seconds it had been since she last said anything. But her head wasn't counting Watch Time, so she only had a vague guess.

"Fine," Gwen said. "Just...getting past the harpies."

"_Oh. Them." _Ben spat the word out. _"I've got time yet, I could change it up and zip over there. Give them the JT and Cash special that I've been saving up."_

Gwen had to giggle at that and all the possibilities that came with it as she brushed her hand at her hair. "Thanks, but you'll want to hang on to that for yourself. I know how to handle them."

"_If you're sure…"_

"I'm sure," Gwen said, hoping that he calmed down even as she cooed the one word she _knew _would drive him crazy. "It's so _sweet_ of you to care, Ben! Trying to make up for how badly you were flailing with horseback riding?" And he had when they went out to the ranch with her mom and dad to go visit Morfar and Mormor. He'd run on feet with trackballs and flown on two kinds of insect wings, but riding a horse just about killed him and she had the pictures to prove it.

"_**Evil**__!" _Ben snapped, his worry gone in a heartbeat. _"Wicked, wicked __**witch**__."_

That got the cackle it deserved. At least until the bell rang right as she reached her locker, and Gwen sighed. "That's my cue. Got to go, Ben. Please don't fill my phone up with messages on the first day back."

"_Don't make me have to," _he countered with a chuckle that didn't last as long as it should, and he didn't sound as happy as he should have either as he added, "_Jamie and the guys are here anyway." _His voice got distant then and she knew he'd let his phone drop away from his mouth. "_You losers better have brought your game today, because you're not going to believe -" _

Gwen sighed as she listened to the Doofus and his friends talked about one of their stupid games for another few seconds before she ended the phone call. It wasn't like she could really hear him anymore anyway. Not as more and more people poured into the hall around her and their babble filled the air. She couldn't make out any of the words, not even from the two girls who had the lockers on either side of hers who had their backs to her and squealed like dolphins as they talked to their friends when they weren't handing out hugs. The boys weren't _any _better, not when their shouts bounced off of the walls and their shoves jostled everyone around them.

The talk of summer and school and the _'how are you_'s washed over her as she checked the piece of paper that she'd gotten in the mail to get the combination to the new locker. It opened up, an empty metal box, and she dropped her fall jacket into it and a few of the books that she'd left in the top of her backpack before closing it shut again. She felt the weight of the phone in her hand, a lifeline to her cousin and her friend who was nearly half the city away from her…

And pressed her forehead against the cool metal of the locker as she wondered when she'd started to _miss_ having him around. Not that she'd be missing him for long. Not with Karate just a few hours away, and if her first class was anywhere near as good as she hoped she'd be teasing the Doofus in a whole new way when she saw him. One he'd _never _match. She just wished…

Her smirk just got bigger when the bell rang a second warning and told her that she had to _move_. She closed her locker with a bang that was just one of the dozens as she tossed on her backpack and slipped the phone back into its pocket as she ran.

It was a move she practiced dozens of times since she got the thing and she could have found the pocket blindfolded if she had to mainly because of the rough reddish-brown rock that she'd made into a keychain and hooked onto the pocket's zipper just in case there was ever trouble.

And there was, just not the kind she expected. _**"Gwendolyn Tennyson to the office, please. Gwendolyn Tennyson to the office."**_

Gwen stood there frozen until the announcement stopped echoing. So did everyone else around her, and the sudden silence was almost creepy before it turned into whispers and stares that weren't _any_ better.

If she wasn't a Tennyson she might have hid. Instead, she met every eye as she turned and went back the other way. It wasn't like she was in trouble. Not before the first bell, even the _Doofus _couldn't manage that. She _knew _that someone had a delivery they wanted her to make for a teacher, or one of the office ladies needed a hand, or -

"Teacher's pet," a boy coughed as she went by. If she wasn't a Larrson and a hero…

But she was a _Tennyson, _too and her hand went to her hip as she snapped. "Do you want to show me the way, Flint? You've been there a lot more often than I have, but my father doesn't have to write a check when I go."

She didn't even_ try _to hide her smirk as she watched the boy go red, which only made the red bumps on his forehead stand out more. Giggles burst out all around them, but Gwen didn't let herself look or smirk. She just kept walking as she _glared _at the pig who still didn't look like he washed his hair, but now he greased it up into little spikes like any of the teachers were going to let him get away with a fire hazard like _that._ Those words were just waiting as she watched the smirk spread over his face and she waited for whatever he threw at her.

Which wasn't much. Not when she was used to going up against the best.

Waiting for anything but the way Flint _leered _at her and said, "I could, but you don't need to go all the way to the office, Tennyson. You can be _my _pet anywhere." His voice cracked in the middle of it, but it didn't matter, the whole hall went quiet.

Especially her. Gwen felt her mouth drop as she shuddered at the words and how _gross_ his stare made her feel, but there weren't any words. Not even after all the arguments she had with Ben, he _never… _

She didn't know what to say, but her mom taught her what a lady _did. _So Gwen sniffed as she shoved her nose in the air and kept walking. Being a lady and a Larrson were the only things that kept her from blushing as Flint's whistle and everyone else's laughs followed her, but it didn't keep her from walking faster. Fast enough that she heard the click of her Mary Janes hit the tile floor even over all the other noise and made her wish for her sneakers. Fast enough that it was almost a relief when she got on the other side of the office door.

Almost, except the room inside wasn't just as much of a madhouse with ringing phones, a line of parents with their kids, and four women on the other side of the counter trying to take care of it all. A madhouse that Gwen just stared at until Mrs. Rodrigues finally looked up from her computer and pressed her phone to her chest so she could say, "Oh, good, Gwendolyn! You can go right on in. Mrs. Coldwell is expecting you."

"The Principal?" Gwen heard the words slip out of her mouth and she still didn't believe them. She'd met the woman before for pictures and awards, but there weren't any of those. Not today. Not on the _first _day. Not even _she _was that good. And if she wasn't up here because she was good…

"Is her computer acting up again?" Those words slipped out, too, as she looked at the clock just as the bell rang again and her stomach fell. She was already late for homeroom, and she was _not _going to miss her first class. "Is it bad? I know that she needs it, but I have - "

"No, no," the short woman said as she lifted her phone again and shooed her with her free hand. "You don't have to be our little miracle worker. Not today. Go on in."

Gwen just swallowed and nodded as she made her feet move. They carried her past the desk and down the hall that Mrs. Rodrigues guarded. She couldn't believe how slow she went, or how intimidating the door at the end was with the fancy letters splashed across its nameplate either. Not when she'd fought aliens and monsters.

But she never did that alone.

Her mind made up for her feet and raced. Raced over _everything; _the library book she forgot to return for a good week a couple of years ago, all the times she ate lunch in the classrooms as she helped one teacher or the other even though all the rules said she couldn't, and of course, all the times she disappeared so she could go hero with her dummy. She didn't _think _anyone ever caught her, but if they had…

It was wrong, it was so wrong, but people _needed _them and the Doofus had gotten so much better at that. Especially after he made them their…

And she _knew. _

"I know that we aren't allowed cellphones, Mrs. Coldwell," Gwen erupted as she shoved open the door and marched in. She fought to keep her voice level, but it wasn't _fair! "_But the first bell hadn't even rung yet and - !'

And the woman wasn't _alone. _

"I didn't -! Mrs. Rodrigues told me - !" Gwen choked on the rest of her apology as she stood there and stared. Not at the severe-looking woman who she'd interrupted mid-sentence and was staring at her and looking lost, but at the other three in the room.

Three kids who all had backpacks at their feet as they turned in their chairs so they could look at her. There was a girl who looked old enough that she had to be in Gwen's year or the one above it and two boys who looked so young as they fidgeted in their seats.

The youngest was in the middle and he wasn't even wearing _pants _yet - just the shorts and the polo shirt that the boys got to wear until second grade - and the other who was all elbows and knees and looked so _cute _in his sports jacket as he pulled at his tie like he'd never worn one before. He was taller than his brother, tall enough that he didn't have to kneel on the chair to see over the back of it, and his eyes were so big as he stared at her.

Gwen stared right back, stared at them both and for just a second…

Then she blinked away the flash of red hair she imagined and turned to the other girl because that was easier. She barely even noticed the girl's skirt and blue sweater after all the years she'd seen them in the mirror, but she couldn't ignore all of the bracelets on the girl's wrists - some were just strings of bright beads and others had charms - and the black knee socks that looked so much more comfortable than the tights that Gwen was wearing, but if she couldn't wear pants then she'd wear the next best thing.

She saw all that in her first glance. The second said that the three _had _to be related. They had the same olive skin and were watching her with the same dark eyes and they all had hair as dark as maple syrup, even if the boys' were cut short and the girl had hers pulled over her shoulder and done up in a braid so fancy that Gwen couldn't even _imagine _having and long enough that the end of it brushed her lap.

Gwen glared at that hair for just a second until she heard papers crunch and saw the girl's eyes twitch as she met them. They didn't twitch away - not even a little as the girl sat a little straighter - but they didn't hide the worry and the lost look behind them either.

That was the look that made Gwen smile, just a little. And the smile turned into a grin as the smallest boy reached over and tugged on the girl's arm as the other boy gave her a wide-eyed stare from over the back of his chair. "Michelle? Who's that?"

"I don't - " the girl started as she leaned in close to the boy but kept her eyes on Gwen.

"Ah, Gwendolyn," Mrs. Coldwell cut in as she stood up from behind her desk with a smile of her own as she waved away the apology. "I'm so glad you could make it. I was hoping you could do me a favor. These are the Hallams. Due to events beyond their control, they just got into town yesterday, so they missed all the orientations. I've already made arrangements for Elias and Matthew, but Michelle is in your year and I was hoping that you could show her around."

Gwen jumped at the words. Then the fight and nerves drained out of her and she made her hands unclench. but she hid it behind a smile and a nod because she _knew _this. "Of course, Mrs. Coldwell."

"Good, good." The woman didn't smile at that. She treated the words like someone just told her that the sky was blue, they were that expected. She just nodded and saved her smile for the other girl. "Ms. Tennyson here is our best student, Ms. Hallam, and I know she'll take good care of you. The guidance counselor has had some car trouble, but he'll call for you the second he walks through the door so you can finalize your schedule. Until then, I took the liberty of putting the two of you in all the same classes. If that's okay with you?"

The other - Michelle's eyes flickered away from the principal and back to her again as her hands went to her braid. "Sure."

"Excellent," the principal said as she leaned over and scrawled out a quick pass and held it out. "You're my hero, Gwendolyn. Here you are. Feel free to skip homeroom if you want to show her some of the sights, but I expect you both to make first period. Off you go."

Gwen just nodded as Michelle stood up and hugged her two brothers. "_Be good, you little monsters," _she whispered as she pressed a kiss into both of their hair and the oldest boy made a face…

Gwen _knew _that face. She'd shot for it so many times and she grinned just like the girl did when she got it. From Ben and from…

Her smile slipped a little like it always did when she woke up from those dreams, but it came right back when she saw the boy blush and hide behind the back of his chair with a "_Gross!" _

"_Jerk," _Michelle sighed as she ruffled the boy's hair and stood up. The squawk that she got sounded familiar, too.

The little dance she made as she juggled her papers and her backpack looked just as familiar. Familiar enough that Gwen didn't hesitate to rush forward and take the papers. "First period isn't for another ten minutes. We've got some time," Gwen said as the girl just gave her another look and nodded as she threw on her backpack, but she wasn't anywhere near as eager to take back the paperwork.

They were almost to the door when the principal called out, "And when you see your father tonight, Ms. Hallam, I do hope that you'll tell him how thankful we are for his service and we're honored he picked Angelwood for you."

Something flickered in the girl's eyes at the words and the papers in her hand crinkled in her grip, but none of it touched her smile or her tone as she said, "Yes, ma'am. I will." Maybe it would have if she said a single _word _after that, but she didn't. She just followed Gwen through that door and down the hall to the next.

The office was still crazy, but the main hallway was a different world when they stepped out into it. It almost felt abandoned now that everyone was in class and empty enough that she could see every poster and award case that was lost in the mob before. The ones she always wanted to show… "Come on, I can give you a quick tour before - "

"You're the principal's hero?" Michelle cut her off as she just stood there with her hands pulling on her braid. Her voice was almost flat as she asked, but her eyes weren't. They were just huge chocolate-brown pools.

Gwen couldn't help wincing. They were the words that she'd been hearing for years now. Those and ones just like it just because she wanted to _learn _and she liked to help. Words she heard from everyone until they needed a tutor and then she'd hear again the second the test was done. Words she didn't care about, that she didn't _let _herself care about, that came from girls just like…

No.

Ben wouldn't think like that. He was a _doofus _because he didn't and it got them in _so _much trouble, but he gave everyone a _chance. _That was why he was a hero, not that she'd _ever _tell him that.

And he wouldn't let out the avalanche of words that Gwen could feel building up on her tongue either. The explanations that always ended up with people looking at her like she was crazy or annoying. He wouldn't explain and he didn't apologize, he was just _him. _People could deal or not and he didn't care.

God, if he was turning into a dweeb because of her, then he was making her a _doofus, _because only a doofus would grin and say, "Yeah, but you can't hold _that _against me," instead of something_ intelligent. _

"Hold that…" Michelle echoed and stared at her for long enough that Gwen's grin got shaky, then her hand went to her mouth and it didn't do a _thing _to hold back her snort or the giggles that followed. "You're _crazy." _

Gwen was going to kick her cousin. _Hard. _She rubbed her arm and tried to keep the smile on her face even as the girl kept giggling. "Only a little."

And it was all because of _him. _

"Is everyone here like you?" Michelle asked as she finally calmed down a little and she waved a hand down at their uniforms. "Because when mom handed me _these…_"

"No," Gwen said as her smile cracked. Sometimes she wished, but they weren't. Even without the magic and the heroing they weren't. "One and only."

"Nuts," Michelle sighed as she put a hand to her forehead, but there wasn't any heat behind the words and her eyes were still glittering when she let it drop down. Eyes that went up and down the hall before they went back to Gwen and she stood up straighter, but her hands didn't leave her braid as she kept pulling on the end of it. "I was promised a tour, Gwendolyn, and we're just standing here..."

"You were," Gwen said with something like a real smile, "but it's just Gwen." Gwendolyn was a beautiful name and she loved seeing it written out but, "The only time I ever hear the whole thing is when I do something wrong." Michelle grinned again at that. A grin big enough that Gwen couldn't help making one of her own as she waved her hand back to the main entrance. "All of our classes are going to be in this wing of the school, your brothers will be in the other. We're not _supposed _to wander around, but…"

"Gwen." Some of the tension left the girl then and her hands slowed down. "Good. Mom really wanted to be here for the rugrats' first day, but… Well, she'll be happy to know I can check up on them when they try to blow something up."

There wasn't anything forced in Gwen's smile now. "They do that a lot?"

"You have _no _idea, but enough about them. What about our wing? Please tell me that there's _something _that makes up for uniforms?"

"There's a lunchroom and a library and I can show you where your locker is if you tell me your number," Gwen admitted as she slid into step next to the girl. "Beyond that? Angelwood has about as many sights as Bellwood."

"Don't tell me that!" The other girl moaned as she leaned her head back and there was a hint of something in her voice even as she held out her crinkled up papers without even looking at them. "This is California!" Michelle sighed as she spun around and threw her arms wide and made her skirt twirl around her hips. "There are movie stars and explosions and earthquakes!"

"Earthquakes, sure," Gwen grinned as she caught the giggling girl's hand and took the papers that were shoved into hers. Took them and uncrumpled them like she did for all 'notes' that her doofus brought for their study dates. "The rest? That's about ten hours south of here."

"Beaches?"

Gwen made a face as she glanced at the girl from over the top of the paperwork, but it wasn't anywhere near as crestfallen as Michelle's was. "Rocks and you need a wetsuit because the water is _freezing. _But there are lakes and springs that are way _better!"_

They were, too, and so was the hope in Michelle's eyes as she looked up. Hope and a dare. "How much better? I'm used to some pretty nice beaches."

"How nice?" Gwen asked as she stared at the papers. She thought it was just a schedule and her locker number, but it wasn't. It was _everything. _The whole packet that the school always sent out with reading lists and _everything. _Including the address printed across the front page. Words her eyes almost slid off of before she realized - "Your house is only a couple of blocks from mine?!"

"It is?!" Michelle shouted right back with something that sounded like a squeal as she leaned in close. "Then you _can_ show me! I want to see the lakes that are better than the Riviera!"

"The Rivi - You've been?! " Gwen started as she forgot all about the papers and class and everything else and finally heard the faint accent that was coloring everything the girl said. "What are you doing in _Bellwood?!" _

"Only a couple of times," Michelle admitted with a grin, "but it was _beautiful. _It's just about the only good thing about the Colonel being stationed in Germany since I was eight. Or he was until he…" her smile faded at that, and there were so many questions running through Gwen's head. Questions that died as the girl added, "but the army always needs more bases, and the Colonel can't… So they sent him here to build one." The girl made it a couple of more steps before she realized she was making them alone. "What? It's better than Kansas. That was where they were sending us to first. That or some creepy old base out in the desert that they were going to try and reopen."

"Not that! The new army base…" Gwen started before she swallowed hard and pushed her hair out of her eyes. It was the biggest news in Bellwood for the last month, and her daddy still couldn't believe that they hid it so well. There wasn't even a hint out of city hall before someone spotted the surveyors right after the Fourth. She still had the Army Corp of Engineers badge that the Doofus stole when they went to check out the strangers in the woods who weren't talking to anyone. The news screamed about how wonderful it was, but - "My aunt and uncle… They've been protesting it ever since it was announced and I…"

And she went with them once, just to see what it was like. Mostly it was hot and loud with Ben bringing most of the loud as they walked back and forth in front of a sparkling new chain link fence and held signs. She was ready for the glare that she was sure was coming, so the smirk and the shrug she got instead was a shock. "So what? I've snuck out and done it, too, a couple of times. It's fun! Until people start throwing things anyway, that kinda sucks."

"You - ?"

That got a shrug and another side look as Michelle's hands went back to her braid and her hands pulled at the end like she was trying to climb up her own hair. "Everyone does it. Don't you have anyone in your family who signed up?"

"Just my Grandpa, but he's - " The words stopped there because Gwen didn't _know. _Finding out if the Plumbers were a part of the army was just one of the questions she'd been dying to ask, but it wasn't the most important. It wasn't even in the top one hundred.

"Grandpas don't _count!" _Michelle said with another snort as she pushed her braid back over her shoulder so she could wrap her arm around Gwen's instead. "But if you really feel bad about it, then you can make it up to me by telling me more about these lakes. And the shopping! Please tell me you have a mall! I've missed them _so _much and we need one 'cause holding us up for two weeks so the Colonel could shake hands wasn't bad enough. No, the army totally lost our stuff again, too, and if the school wasn't holding our uniforms for us…" The way Michelle's nose crinkled as she looked down again.

So did Gwen's as she looked down at her uniform and tried to imagine not having _anything _else. Just the thought…

That thought led to another one. A better one.

Shopping with the doofus was fun just from seeing how crazy he'd get waiting for her and the stupid game he came up with. Even if some of the clothes he found were so mind-meltingly _ugly _that she would have worried about him if she wasn't laughing so hard as she posed in them_, _but doing it with someone who _wanted _to be there? And who didn't think that orange and green should go together? The grin came easily enough when she looked up. "We can't have that. I know the_ perfect - _"

The bell cut her off and drove out any more mall thoughts. Gwen felt the rumble of everyone getting up from homeroom and she let out a little squeal as she pulled on the girl's arm. "Come on, I'll show you your locker after! I've been waiting all _summer _for this!"

"For what?!" Michelle asked with another laugh as she ran, too, and the noise of their shoes disappeared as the horde poured out into the hall.

\- o - o - o - o - o -

"French class?"

Gwen nodded and bounced on her toes as she looked at the blackboard and the words she almost recognized from the hours she spent looking in the dictionary. Not that she was going to admit that. Not again. Not when the other girl was already giving her a _look. _"Foreign languages aren't required until high school, but - but it's _French!" _A part of her melted at the idea because it always sounded so elegant when her mother rented movies.

The rest of her was thrilled because she was going to be able to insult Ben in two languages and it was going to drive her doofus _crazy. _

This year was _awesome_ already_. _

"You really are crazy," Michelle said with a shake of her head. "No wonder the principal likes you so much." The words were a tease. They sounded like a tease, anyway, but Gwen wasn't sure and she didn't get a chance to figure it out before another voice broke in.

"Gwen? Gwen!"

Gwen felt her breath catch even as she spun around. They weren't alone in the room. It was all the way at the end of the wing and almost full by the time they got through the crowd, but she didn't really look around. She was too excited.

She should have looked. Maybe if she had, she would have seen the harpies before they sprang up from their desks and came running over.

"You're here!" Marci said as she caught Gwen up in a hug and kissed Gwen's cheek. She didn't move until Gwen did the same to hers. Then and only then did she slip away as her hands went to her heart and her smile melted away into a frown that was every bit as fake as she cooed, "We heard all about what Flint said and the announcement and we thought -! We were so _worried _when we didn't see you in homeroom! "

"So worried," Blair echoed as she took her turn and there wasn't a hint of a sneer in her voice, but there never was. It didn't change anything. "What a _horrible _way to end your summer. You must have been so _embarrassed._ A _pet." _

Gwen swallowed at the words as her eyes flickered back and forth and her hand pushed her hair away from her face because that was what ladies _did. _"Like I even _noticed _what that Neanderthal said."

"So brave," Olivia sniffed as she took her turn. She'd grown another half a head taller in the last three months and her hug made Gwen feel like she was back in kindergarten again, but not as much as she did when the girl cooed, "Who's this? Did you make a _friend_?"

Those were the words that finally brought heat to Gwen's face as she looked at the girl she's forgotten about. The girl who was watching them all and frowning just a little even as she squeezed the straps of her backpack. Hands that twitched from the attention before she smiled, too, and waved. "I guess? Hi, I'm - "

"And you didn't introduce us?" Marci asked with a gasp that cut Michelle off. "What would your mother say, Gwen?"

"This is Michelle Hallam. She just transferred in," Gwen said and her tongue felt like lead in her mouth. "Michelle, this is - " The harpies. That's what she wanted to say. That and a lot more things that were a lot _worse _and all the more true, but she didn't.

Mainly because the blond girl never gave her a chance. "Hi, I'm Marci! And this is Blair and Olivia. You _have _to forgive Gwen. I swear, she forgets all her manners. Let me guess, Mrs. Coldwell has her giving you the tour? Well, this is French class, and it's going to be _so _nice. Come on, I heard Ms. Robere wants us all to sit in alphabetical order, and since you're a Hallam that means you're right between me and Blair!" The words were a rush as Marci pulled the olive-skinned girl into a hug and then caught her arm and tugged her away.

It all happened so fast that Michelle barely got out a, "But - ?" As she shot a look at Gwen, but she didn't fight the pull.

Gwen did. She took a step forward. "That's not - !"

Olivia and Blair got in the way like they always did. "You're a T, silly! You would think someone as _perfect _as you would know how to spell your last name by now!" There wasn't any hiding the sneer in Blair's voice now as she pushed Gwen towards the last row.

Or the smirk on Olivia's face as she tossed her hair. "Don't worry. We'll take good care of your friend. We'll tell her _everything!_" That was all that she said and all she needed to. Gwen felt her heart sink as she shot another look at the new girl, who was already giving her a look as Marci kept prattling on, the words just as much a spell as any of the ones in her book.

Spells that didn't do a _thing _when she needed them.

"Good," Gwen said even though it _wasn't, _but at least it would give her more time to study. She didn't really want to play tour guide today anyway. That thought to her to the desk by the window and the kids around her that didn't even give her a _glance _as she sat down.

Which was _fine. _

She didn't glance at them either as she set her back down and dug through it for her textbook and notes and found the little purple journal instead. Her fingers brushed the leather cover as she looked up just in time to see the new girl sink into her seat while Marci perched on her desk and laughed like they'd been friends for _years. _A laugh that ended in a squeal that went right across the room as Michelle pulled her braid over her shoulder again and Marci pounced, "That's so pretty! Did you do it yourself?"

Marci's hair would be in the same braid by lunch, Gwen knew that just as well as she did every word in the purple journal that she made herself let go of. It was all for the best anyway. She spent too much time hanging out with her doofus this summer. Enough that she'd barely even _glanced _at all of her new books and she needed to catch up.

And talk Ben down, probably. Knowing him there were probably a half a dozen new texts waiting for her complaining about _everything. _"Baby," she whispered to herself as she put the French book on the class and sat up straight because nothing was going to ruin this class for her.

But it was a relief when the bell rang and everyone rushed to their seats as Ms. Robere flowed into the room. The woman wore a blue dress and had a beret perched on her head and looked like she belonged in a movie and not a classroom, but she smiled at them all anyway as she said, "_Good morning children," _she said with a little smile and in a voice that tasted like butter. "_This is a French class, so we're going to be speaking in French as much as possible because that's the only way you learn. Do you understand?" _

"_Yes, ma'am," _Gwen said because it was obvious and her voice should have been lost with everyone else's, but it wasn't. Maybe three other people spoke up and Gwen shared the teacher's sigh. She knew that it was the first class of the first day, but still. It was like being in a class full of _Bens. _

She didn't know why that thought made her grin, but it did.

"Very well," Ms. Robere sighed as she perched on the edge of her desk and the taste of butter went away with her smile. "Small steps. I'm assuming that if you signed up you know _something _of the language, so we'll see how right I was by starting with the homework that I sent out with all of your - " It really was like her doofus was here, the groans that went up at that sure sounded like him, but this time Gwen was right there with them because who gave out homework for the first _day_? The woman raised a hand and the noise stopped. "Now, now. Writing one sentence about your summer didn't kill any of you. I just wanted you to _try. _We'll start with you, Mr. Anderson. Just do your best. Please bear in mind that French is a beautiful language. Try not to hurt it too badly."

Jacob stood with the same pinched look on his face that he _always _got when the teachers went alphabetical. Maybe it was a little more panicked than usual today as he coughed and looked at his notebook. "_My family rented a house in the summer. I have it only on the beach_."

Gwen blinked and didn't know what was more embarrassing; the fact he'd said it in English or that he'd managed to screw up screwing up that badly. The same sick curiosity that made her watch as her cousin poked whatever goo they found sent her eyes back to the teacher for the explosion that always followed.

Only it didn't. To her surprise, the woman just nodded and said, "_Not bad. Thank you_." The boy gave the teacher a very uncertain smile and sat down as quickly as he could. _"Next."_

The girl who sat behind him might have blushed, but it was too hard to tell because her face was sunburnt and peeling and she squirmed from the attention as she said, _"Uncle had to spend the summer on my farm."_

Gwen frowned at the words, and that turned into a scowl as Ms. Robere's hand went up so she could cover her laugh. _"I asked about you, not your uncle."_

The girl laughed even as she squirmed more. "What?"

That wiped the smile off of Ms. Robere's face and her hand went to pinch the bridge of her nose. "In French please."

"What?"

_"_Never mind, next._"_

Gwen shook her head because the next two didn't do _any _better before she tuned out. Most of the teachers she knew were patient, but she couldn't believe that Mrs. Robere was letting everyone get away with not even _trying_. Gwen dug the tip of her pen into her notebook just under the words she spent _hours _finding and trying to arrange. Hours that she _wasted _on an assignment that not even the teacher cared about. No wonder she had a headache. One that throbbed more and more until she covered her eyes and wished that she could cover her nose, too, as the smell of butter got stronger and stronger until it _stank. _

_"Is something wrong, Ms. Tennyson?"_

_"No, ma'am! I just have a bit of a headache," _Gwen said automatically as she dropped her hand. Then she blushed and stammered out, _"I mean..."_

Instead of looking angry, Mrs. Robere looked surprised before she waved her hand. _"No, no. That was correct. I'm sorry you're not feeling well, but would you like to go next?"_

Gwen really didn't, but she stood up anyway. She gave her notes a quick glance that didn't help at all, not when she could feel every eye on the class on her. So she closed her eyes and went from memory. "_I went to the karate exhibition in New York with my family." _

Finding the words had been simple. The grammar was a little harder and she still wasn't sure if she had everything in the right order until she said them. Then she _knew _that they weren't as her face burned as bright as her hair, the hair that she wished was long enough that she could hide behind it because nothing she said was in French. "_I'm sorry! Let me - !" _

"_No, no! That was very good!_" Mrs. Robere said as clapped her hands like Gwen making an _idiot _of herself was the best thing ever. Maybe it was because the rest of the room went as quiet as she ever heard it. Quiet enough that Gwen _knew _she'd never hear the end of this. Never ever ever. _"Your accent. How long did you spend in Paris?"_

Gwen stared at the woman and wished that she could just sink away instead of standing there. She'd heard Ben go off about his teachers and how horrible they were because they were always trying to embarrass him so many times, but she never…

She owed the doofus _such _an apology. _"I - I've never been. I mean, I've always wanted to go, but..." _But not even _Grandpa _could pull that off. She didn't even know how he _could. _

The horrible woman didn't let it go at that either. Somehow she managed to keep the sneer off of her face and look shocked instead as she kept going. _"Then you must have watched a lot of French cinema."_

Gwen shrugged and squirmed as she felt the stares turn into glares like _any _of this was her fault. _"A few, my mom likes them."_

_"Only a few?"_ the teacher teased. _"Thank you, Gwen. You can sit down."_

Gwen did, as fast as she could. The glares didn't go away even as Ms. Robere's attention went back to the other side of the room and tortured someone else who butchered the English language. She half-listened even as she seethed and fought down the urge to storm out. It was bad enough that the class was a waste of time, but a jerk for a teacher, too?

She had enough in her life already, and that only became more true when she heard Blair say, "_I spent it the country traveling like Gwen did!" _

"_That sounds like fun!" _Ms. Robere said because of _course _she was in on it. "_Ms. Hallam?" _

Gwen _knew _that she should just sit there because it didn't matter, but her hand shot up anyway. "_Ms. Robere? Michelle's family just got into town yesterday and she just got all her paperwork this morning. I don't think that she had time - " _

Every eye was on her again as the woman cleared her throat and leaned back so she could brush her fingers over the notes on her desk. _"Ah yes. That's right. Thank you for reminding me, Ms. Tennyson. You're excused, Ms. Hallam. Ms. Hunt - " _

"_It's okay, I'd like to try," _Michelle piped up before she could finish and her eyes stayed on Gwen even as she pressed the back of her hand against her eyes. "_I moved halfway across the world because of my father and I don't even get to see Yuri Lowenthal." _The snort that those words got out of Ms. Robere almost hid the giggle that slipped out of Gwen. Almost. Michelle just grinned wider at it as she dropped her hand.

"_Excellent work, Ms. Hallam! Extra credit. And I know that accent, too! Are you Syrian?" _

"_Close. My mother is Lebanese," _Michelle said and she glowed as she did. _"She made sure that my brothers and I could speak it so she could yell at us in public. She makes sure my friends can, too." _ She glowed even brighter as she said that. Bright enough that Gwen couldn't help smiling along as the girl looked at her.

At least until Marci spoke up when she was called next, the words bored and pained as she wrinkled her nose. "_I spent the summer watching my sister make out with her new cousin."_

Mrs. Roberte hid her mouth behind her hand even as Gwen shot a look over. "You better check the dictionary again, Ms. Hunter. I believe you mean _boyfriend." _

"Did I?!" Marci gasped as she slapped a hand over her mouth. "But I asked Gwen and _she _thought it was right!"

Ms. Robere said something that got lost as a hissing sound filled Gwen's ears and she _felt _the mana surge around her. A few months ago, the lights would have done more than flicker as she let the storm she made wash over her even as she stared at the blond girl who used to be her friend, who used to invite her over for sleepovers when Ben was still a total _doofus_. The girl gave her the same grin now as she did back when they used to play with their Barbies together. It didn't do a thing to hide the sneer in the girl's ice-cold blue eyes as everyone else shifted until someone from the back gasped. "Little Miss Perfect?!"

There were more gasps and Ms. Robere said _something _that didn't matter. Not as the lights flickered again. The rest of the class was a blur as Gwen tried to remember every calming exercise that the Sensei taught her and only ended when the bell finally rang again. There wasn't anything neat or orderly in the way she shoved her stuff back in her backpack or rushed to her feet, and she felt everyone's eyes on her.

That was why she didn't run. She didn't _dare, _but she didn't stop either. Not even when she heard someone call her name. She just joined the rush out in the hall and wished…

She felt a hand grab her elbow, and it wasn't the alien claws she hoped for. Reflex and training kicked in and she felt her hand twist for a palm strike that she was going to drive through a perfect little nose before she realized…

"_Why didn't you tell me you could speak French?!" _Michelle chirped as her hand slid down to Gwen's and gave it a squeeze.

Gwen just looked at the girl and waited for the joke as her heart hammered, _"I can't."_

_"You're a good fake then. Why don't you just admit it? It's not like they'll take the A away just because you already know the language."_ Michelle teased like they were _friends _before she frowned. _"They won't, right? Because that's the only reason I'd stay."_

Gwen wanted to scream, fight, run, hide and more as she shook her head and waited for the joke. Not that it ever seemed to come in all the words that the other girl was saying or the looks she kept getting. Looks that almost seemed…

"Michelle!" the harpy squawked behind them and Gwen froze. It took her a second to realize that Michelle did, too, before she turned them both around as Marci stood there with her lampreys at her back and a grin on her face as she waved. "Come on. We'll give you the tour and show you where all the _best _parts of this school are. I'm sure that my Bestie would try, but she doesn't have a _clue._"

And that was it. Those were the words that would make the other girl stop _pretending _like Gwen_ knew _that she was. "Thanks!" Michelle said instead with a wave of her left hand as she gave Gwen's another squeeze with her right. "But I'm good."

It was so weird seeing Marci look as shocked as Gwen felt. A look that didn't last long before the sneer came back. "You can bring Little Miss Perfect along, too! We have a _lot _to talk about! Don't we, Bestie?"

The mana was there again, just waiting for her to form it with a touch and a word, and Gwen wanted to. She wanted to so bad that her fingers twitched, but Michelle just squeezed her hand tighter as the speakers rumbled to life again and a man's voice called out, "_**Michelle Hallam to the Guidance Counselor's Office, please. Michelle Hallam to the Guidance Counselor's Office." **_

"It sounds like fun," Michelle said as she let out a shrug, "but you heard the voice in the sky and Gwen's already promised to show me the way."

This time the shock didn't fade. It just turned _cold _as Marci sniffed and turned away. "Fine. Come on, you two. We'll catch up with them _later." _Blair and Olivia followed after her, but there wasn't any hiding the look that they gave Michelle before they did, not that the new girl seemed to notice.

"_Anyway, if I had to get up this early, I sure wasn't - " _

Gwen had magic, her doofus had an alien watch that made him match and her Grandpa was a secret agent and she _still _couldn't help staring at the girl next to her. The girl who blew back a hair that somehow escaped her braid before she gave Gwen another look, a look that had so many questions and she didn't ask a single one. Not one that Gwen expected anyway. "_Are you OK, Crazy Girl?"_

_"I'm not crazy!" _The words were automatic as she smelled butter again and despite it all her stomach rumbled because whatever the cafeteria was making was going to be _good. _

"_Sure you're not. That's why you're telling me you don't speak French in French_." Michelle teased as she elbowed Gwen. "_It's a good thing you promised to tell me where to find fun in this town. Unless_..." Her voice went low and she looked around in barely concealed and massively faked horror. "_There isn't a violent anti-French mob in town, is there? I've heard stories..._"

_"No!"_

"_Then don't deny!" _Michelle said with a laugh as she nodded over at another group of kids._ "I mean, you don't see them pretending they don't speak Spanish, do you?"_

Gwen glanced over just in time to see a tall boy blush and shake his head as the rest of his friends chanted, _"Julio's got a crush!" _At least _that _was normal! That was the only thing that was.

_"They're n-"_ Gwen started as the idea startled a laugh out of her. A laugh she choked on because that gang _always _spoke in Spanish when they weren't in class. For as long as she could remember, until…

Her breath caught and her mind raced as she tried to remember the last time she'd heard someone speak anything other than English, but she couldn't. Not even when they were in Reno or New York and now that she noticed it she knew just how impossible it was. And impossible only meant one thing.

"_Earth to Crazy Girl!" _Michelle laughed and that should have been it, the insult she was waiting for, but it wasn't. Not when the laugh didn't seem mean and her tone…

Her tone was almost like the doofus's when he was calling her a dweeb.

"_**Michelle Hallam to the Guidance Office."**_

"Lucky me," Michelle sighed as she gave Gwen another look and the buttery smell faded away. "Wanna show me the way before they have a stroke, or is that a state secret, too?"

"It is," Gwen finally said because that was what her doofus would do, "but I _guess _I can let you in on it." That got another laugh as Gwen grinned and tugged her down the hall.

The guidance office was close to the main one and it wasn't much, but the door flew open the second Michelle knocked on it. "Ah, Ms. Hallam! I'm Mr. Stebbins! Come in, come in! I'm terribly sorry I wasn't here when you arrived this morning, but my car just wasn't feeling it," the big man said with a laugh that Michelle tried to match even as she shot Gwen a look. A look that lost a little of its worry as Gwen mouthed _He's okay _at her and the grin came back. Especially when she was caught. "Thank you for that, Ms. Tennyson. I try my best. And for bringing Ms. Hallam here. Mrs. Coldwell said that you were giving her the tour, but this might take a while. Why don't you head off to class and I'll - "

"Actually, is it okay if she waited?" Michelle broke in as she gave Gwen another look and squeezed her hand. "I don't have a _clue _where anything is yet and I don't know what I'd do without her."

The man gave Gwen another look and shrugged as he waved at the bench that was waiting just outside of his office door. "Very well, I'll write you both a pass. You can wait out here while we go over her schedule, Gwendolyn, but this might take a while..."

Gwen just nodded and sank into one of the waiting room chairs as the man ushered her friend into his office as the bell rang and everyone else disappeared. "We saved spots for you in all the classes we thought that you might be interested in, Ms. Hallam. It's the least we could do for your father - so the sky's the limit."

"I don't know," Michelle said as Mr. Stebbins closed the door behind them. "I kind of like the one I have - " The rest of it was lost as the door clicked, but it didn't matter.

Gwen was grinning anyway even as she _moved. _Her eyes shot up and down the hall and she curled up around her phone as she hit 2 and speed dial took care of the rest. Her stomach roiled as it rang and it didn't stop even when she heard Grandpa say, "_Gwen? Pumpkin, is everything okay_?"

She never used to be nervous about calling Grandpa, she never wondered if he was home or if he'd even answer. Not until a few weeks ago and she didn't know _what _he'd say or do as she asked, "Why can I speak French?"

\- o - o - o - o - o -

" - far as all my first days go, this one was pretty good!"

Gwen's face ached, but she smiled again anyway at that - that and the feel of the arm hooked through hers as they hurried down the steps - even if the words did make her frown just a little. "All? How many first days have you had?"

Michelle didn't stop in her tracks, but she did blink hard at the words before her nose scrunched up and she waved her free hand. "I don't even _know. _The Colonel's always us dragging _somewhere _new. How about you?"

Gwen just shrugged and waved her right hand even as she swallowed down a spike of worry. "Just the one - " she started when she heard something buzz in her backpack. It took her all of a second before she realized it was her phone, and barely more than that before she had it in her hands and had it flipped open. Some part of her - most of her was sure it was Grandpa saying that _something _came up and she felt sick at the idea.

She missed him. She'd been missing him since he _disappeared _and how _could _he? None of the eight weeks made that bit any smaller and it didn't go away, even after she read; **Grandpa and I are here, so get your butt in gear! **

"Look at that grin!" Michelle cooed in her ear. Then she let out a little gasp. "Who is it? Is it a _boy?! _Can I see?!" She asked even as she grabbed for her phone.

"No!" Gwen flushed at the words and the memory of how the summer started made her jerk the phone away, but it was the wide-eyed shock on the girl's face that surprised her.

"S - sorry," Michelle stammered as she dropped her hand back down to her side. "I didn't -! I was just…"

"It's okay!" Gwen almost shouted as she flipped the phone shut and felt _sick. _"I've had - Its just my _doofus _of a cousin and - "

And Ben wasn't a _boy _boy. He was just _Ben _and _hers _and she wasn't going to share him, not even with Michelle - Were they friends? She really hoped so and of _course _she screwed it up. She looked at her phone again. She would have given up magic and dance just so she could forget what happened, but she couldn't. "Last year M - some of the girls grabbed this and read all my texts out loud just so they could…"

She didn't know _what _the girl next to her would do with that. Being knocked five feet back with a hug wasn't even on the list. It was only her balance that kept them both from hitting the ground, and only luck that kept them from plowing into everyone around. "Those _bitches!" _

"Michelle!" Gwen gasped, as much in shock at the arms that were around her and were squeezing her so hard as the word. She should hug back. She knew she should, but…

"Sorry!" Michelle said as she slipped away, embarrassment and worry and guilt all flickering over her face. "For the hug and grabbing for your phone, not the… Well, they _are!" _

"It's okay!" Gwen shouted again, and this time the words felt real in her mouth. As real as her grin. "You just took me by surprise and…" she took a breath and held out her arm again because no one ever got mad like that for her. Almost no one. Michelle grinned and slipped hers through as Gwen gave her phone another look. There wasn't anything _bad _on it. Nothing about heroing, but her heart still pounded as she held it out. "He was just telling me that my Grandpa's here. You can - "

"_Sure_ he is! That's okay, you can keep your boyfriend to yourself."

Gwen felt the heat rush into her cheeks again at the _idea, _"He's not - !"

"Sure, sure. He's your _'cousin.' _I believe you," Michelle laughed as she reached over, closed the phone and squeezed her hand all at the same time. A dozen denials were right there, but she _knew _that none of them would help, so she slipped her phone back into her backpack before she found her friend's arm again. "But don't get me wrong, I'm _totally _grabbing this thing when we need a pizza or something for lunch, which we _so _will! I can't believe that your parents let you have one, lucky girl!"

Only a lifetime of practice kept Gwen from falling on her face after those two words. She was _sure _that the truth was written all over her face as they weaved through the crowd and maybe it was, but Michelle wasn't looking at her. She was looking at a red van parked just up the road. One that made her sigh as she saw it. "Mom's here. I could give you a ride home, if you want, since we're almost neighbors and everything if you wanted to ditch your family," Michelle said as they got close and she grabbed the door handle, her every step saying that was _just _what she wanted to do. "I mean, I'm sure the map you drew and the directions you gave will get us there, but if you don't _mind _going shopping with us..."

It was tempting. It was so, so tempting. Especially when she heard a boy shout through the open window, "Yeah! She can sit next to me!"

Gwen grinned, and that grin only got bigger as Michelle yanked the door open and ducked inside so she could shout back, "Shut it, Elias! Both of you booger magnets can sit in the back!"

Gwen just smiled into her palm as she watched them, and she _almost _said yes when the girl sank into her seat with puppy dog eyes. Then she heard a honk that meant the world to her and sighed, "Sorry. I _really_ want to, but I've got to get to practice. I'll see you tomorrow?"

She didn't hold her breath as she said those words, and she certainly didn't want to cheer when Michelle rolled her eyes at her as she dropped into her seat with a grin and a wave. "_Duh, _I need my sherpa!"

"Tomorrow!" Gwen promised as she waved back, and her grin stayed even as Michelle closed the door and her mom drove off.

"You had a better day than I did," Ben said from so close behind her that she jumped before she spun around and smacked him hard on the arm.

"You _doofus! _You scared me! What are you doing here?"

"Worth it," Ben grinned at her even as he rubbed his arm. Then he shrugged. "You tell me. Grandpa called and said he was taking you to karate and he asked if I wanted him to pick me up, too. I swear he spent too much time driving around alone this summer if he thinks he has to _ask. _So what's up with that girl? Is she why you called Grandpa? Do we have to - ?" He asked even as he lifted his watch arm.

"What? No!" Gwen shouted as she grabbed it and shoved it back down. "She's just new and I was showing her around! There's no hero time! I just - Why would you think - ?!"

"I saw her braid," Ben smirked at her, "and anyone who spends that much time on their hair has to be _evil!" _

"Doofus!" Gwen sniffed as she smacked his shoulder and eyed the mess on the top of his head, the mess she _knew _looked like that ever since he rolled out of bed that morning. "Just because_ you're _allergic to combs and style doesn't mean that everyone is!"

"Oh please," Ben shot right back with a snort as his gaze flickered up with the care that he gave his history book. "Like _you _spend all morning on yours!"

"I - " Gwen choked in shock as her hand shot up to her bob. "I spend all the time I need to!"

"Exactly!" He said like he _won. _

"Shut up!" Gwen grumbled at him as she ran her fingers through her bangs. "It's _cute!" _And practical! And - and - "

"Hero's hair," Ben said with a nod before he let out a bark of a laugh as he looked at hers. "Or sidekick's."

The only thing that kept her from kicking his shin was that Grandpa was right _there _when she looked up. She saw his grin through the Rust Bucket's windshield and waved back. He looked so happy before it all disappeared in a huge yawn as he got up from the driver's seat. One she'd only seen a few times over the summers when he drove through the night after some serious hero time...

"We're out of school," Ben grumbled, his smirk long gone, as he elbowed her hard enough that he almost shoved her onto the grass, "you can stop thinking now."

She would have elbowed him right back for ruining her train of thought if it wasn't for his tone and the fact that enough people were staring already. Ben_ always _stood out, but right now...

She walked a little bit faster as she realized just how forced his jokes were. "Today was that bad?"

And just like that, even his fake grin went away. He just hunched over a little and _glared _at the brick building he didn't even go to. "I should have let the universe go _boom."_

"_Ben_," Gwen said as she rolled her eyes even though she knew it probably was even before he shot a look at her.

"I thought the babies in elementary school were dull, but the only thing I heard about today was what everyone was wearing and how torn up it was and how much it cost and _no one _knows _style." _He pulled at the black stripe that ran down the front of his shirt, his lucky one that he'd been wearing for as long as she could remember, and for once she was glad that her school had uniforms because he sounded like he was going to spit. It didn't stop _everything, _but at least she didn't have to put up with anyone showing off blue jeans that were already torn up before they ever wore them. When did _that_ become a thing?

Not that she said any of that. Instead, she rolled her eyes and said, "Poor _baby." _She waited for him to give her a shove before he started in on her clothes or her school and she couldn't wait_. _

Ben jammed his hands in his pockets and kicked at the sidewalk as he ducked his head. "Shut up."

"That's not…" Gwen said in surprise. Then she elbowed him again before she grabbed his arm and pulled just to make him keep walking. "Come on, tell me I look like a nerd or _something! _Play the game!"

"Nerd," Ben repeated as his eyes flickered over her, but his heart was so far out of it that it might as well have been in orbit.

Worry made her give up on pulling him and sent her hands to her hips, as she glared at him even as people walked around them. "Spill, Ben." She should have _known _something was up when he only sent her six texts all day.

Ben didn't back down, either. Not even when she started to tap her foot. Not until one of the kindergartners went running by. That was when he muttered, "I miss the babies."

"What?"

"Middle school _blows," _Ben growled as he rubbed at the Omnitrix. "And having this doesn't_ help. _Even if Fourarms or Diamondhead _could _show them who the real shrimps were."

Gwen's foot stilled as his growl rolled over her. One that she felt catch in her chest and grow there. "Who?"

"It doesn't…"

"_Who?" _Gwen repeated as she glared into her doofus's eyes and she felt her fingernails dig into her palms. Then her voice went still as she answered her own question. "JT and Cash." She knew where they lived. She'd looked it up last year, but she thought that they'd learned their lesson back in April and heroes didn't…

But maybe sidekicks _could. _

She almost didn't believe him when he shook his head, but his snort was way too bitter to fake. "Those jerks had their own problems. Today was just…" he blew a breath out through his nose before he reached out and caught her hand. Then he gave the big brick building that they were standing next to another look before he gave her a tug. "It doesn't matter. Come on, Scary Spice, I've had enough of _school._"

Part of her wanted to bug him until he told her _everything, _but she didn't. She just let him pull her to the Rustbucket where it was _safe. _Where it should have been safe, but it didn't feel right.

Not since their second summer ended and Grandpa _left. _She didn't even know why not, but that wasn't what made her stop again when she got inside and saw the man standing in the back by the fridge. "We've got some time until you have to get to the dojo. I could whip you both up a snack, this octopus isn't as fresh as I'd like, but…'

Grandpa sounded like himself, even if he did look so tired. It was the dark circles under his eyes that made her choke on her words now just like they'd been ever since he got home a few days ago with a smile and a cheer like he'd gone out for groceries instead of disappearing for a month and a half and coming back looking like he didn't sleep for any of it.

She had a hundred questions and choked on them even as Ben made a face and slipped between the man and the fridge before he came out with two water bottles in one hand and a box of chocolate snack cakes in the other. "I got those for you _and _your cousin, Ben."

Grandpa Max looked tired, but that wasn't what bothered her. She'd seen him look tired before after he did an all-nighter. It was the way he looked at Ben and her, the way his voice caught as he said that stuff about the cakes. It was the fact that he bought them at all when he usually just made stuff he _swore _was dessert.

Unless she was just imagining things because he _left. _

"She can get her own!" Ben snorted as he raced for the dining booth and dumped his stolen loot across the table so she could get to it, too, before she even had a chance to pout.

Not that Grandpa noticed. He just sighed and shook his head before he smiled at her and she saw her Grandpa Max again. "What about you, Pumpkin? Do you want me to make you something while you tell me about - "

"Why can I speak _French!?" _Gwen asked again and she felt her heart hammer in her ears as she did it. It wasn't the question she wanted to ask him, it wasn't even in the top one hundred, but she _had _to know. "You said you would tell me after school, and…!"

Gwen couldn't believe she was glaring at the man she always looked up _to, _the one who _swore _she could tell him anything and didn't tell her _anything. _The man who just _left _and as she watched him look back at her, as she watched him rub the back of his head she _knew. _"Forget it. You're not - " she said as she spun away and tried not to scream or cry even as she stomped up to her Doofus, who was just staring at her with his mouth a thin line but didn't say a word as he made room for her to sit down next to him.

"They're called Translator Microbes," Grandpa said behind her. She froze and looked back with wide eyes. "They're like little robots - kind of - that are in your head and they're what let you - "

"She has Upgrades in her brain?" Ben asked as she sank down in the booth next to him and he gave her a wide-eyed worried look even as he reached over to poke her forehead. Gwen swatted his hand away even as she let out a nervous breath of her own.

"They're not like Upgrade," Grandpa Max said as he walked over and sank down into the booth across from them. His eyes studied them both even as he tried to rub a hole into the back of his head, he was rubbing it so much. "Not exactly. They're more biological than he is, and a whole lot smaller."

"Bio…" Ben's worried look vanished in an explosion of laughter. He laughed so hard he fell out of the booth. "You've got cooties!" he managed to force out between guffaws.

"Not helping! You wouldn't think this was so funny if you had them, too!"

"As if."

"He does."

Gwen would have laughed right back at any other time. Now she just looked at her Grandfather in horror even as Ben jumped to his feet and shouted, "What!"

Grandpa held his hand up to hold them off. "And so do I. All of the Plumbers do."

"What!" Ben and Gwen harmonized.

Grandpa Max shrugged like it was nothing, or like he regretted saying anything to begin with. "It's standard technology. We traded for them back before I joined. They're harmless."

"They're harmless?" Gwen echoed in disbelief even as she dug her fingernails into her scalp. How could anything be harmless when they were in her brain? Hers and the Doofus's. And she liked his brain the way it was. Besides, he didn't have any to spare if Grandpa was wrong, and neither did she.

"Completely." Grandpa Max nodded. "They're nothing, really. I was going to mention them, but..."

"But?" Ben asked as he sank back down next to her again and started rubbing at his head, too.

"It kind of slipped my mind. Besides," Grandpa said with a shrug, "well, I thought you'd figured it out years ago. And since neither of you said anything I didn't think it was a problem."

"How on Earth could we have figured it out?" Gwen asked as calmly as she could. It was still shrill enough to make Grandpa Max wince.

"I thought it was obvious after you met Tetrax."

"Why would it be..."

"It was his first time on Earth. Did you really think he spoke English?"

Gwen's mouth moved for a second before the words caught up. "_YES_!"

"Oh." Grandpa Max looked away in embarrassment. Which he should be, Gwen thought. Unless he was embarrassed _for_ her. Which was not a thought she liked.

"How?" Ben asked. He'd forced himself to stop scratching, but his eye and his hand twitched as if he still really wanted to.

Grandpa Max shrugged. "As far as I can tell, you got them with the Omnitrix, Ben."

Ben glanced down at the device on his arm and poked it a few times. "You haven't given me anything else, have you?" If it did, the Omnitrix wasn't saying. It didn't even beep when he tapped it against the table.

Gwen shook her head. "And me?"

Grandpa Max got up and started walking up to the driver's seat. "I really should be getting you kids to the dojo. I have some errands to run before - "

"Grandpa!"

Grandpa stopped and put a hand on the seat as he let his head fall. "You got them the same night that Ben got the Omnitrix, Pumpkin."

Gwen's eyes went wide as she stared at the alien watch on Ben's arm and yanked her arm away from it. The night was a blur between the forest fire and the drone attack and her cousin becoming every bit the freak she always knew he was, but she remembered watching him poke at the Watch and the split second he let her brush her fingers over it. The metal felt so cool, but it didn't bite her or anything. "I barely even touched it! How did it get me, too?"

"It..." Grandpa started to say before he stopped and sighed. He turned around and sat down again, but he didn't look at either of them. He grabbed up one of the water bottles that Ben had grabbed and opened it, but he didn't take a drink. He didn't look at them either.

"Did it hurt her?" Ben asked, his voice cold as he glared at the watch.

"No. The watch didn't do anything," Max said. He reached up and rubbed at the back of his neck. "I might have... It was just a little injection, honey."

"You _INJECTED_ me?"

"It's not like you noticed. You didn't even wake up."

"You injected me while I was _ASLEEP_?" Gwen tried to wrap her mind around those words and she _couldn't. _She just felt _cold_ as she stared at him.

"...sorry?" That was all she got. That was the only thing Grandpa said even as he shrank away from her gaze.

"You had to be able to… There were already people after Ben and you needed every edge you could get, Gwen. I was just doing what I thought was - "

He was right and it didn't _matter. _"You could have _asked! _You could have - !" She screamed at her Grandpa even though her school was right outside, but she would have even if she didn't know that the Rust Bucket would keep anyone from hearing a word she said. She shoved herself up anyway. "You could have - !"

She didn't know. She shouldn't have _had _to know. She…

She didn't know her Grandpa at _all. _

"The night I got - ?" Ben started as he stared down at the alien watch.

Gwen didn't know her Grandpa at all, but she knew her cousin, and that was why she grabbed his hand and squeezed it until he looked up and met her eyes and saw enough guilt that she sucked in a breath. "Don't be a _doofus," _she murmured to him.

"I'll be whatever I want to be," Ben said right back as he tried to smile. Then he looked across the table and gave their Grandfather a look so dirty that Gwen could have hugged him for it. At least until he opened his mouth and said, "What I want to know is, why does the Dweeb get to cheat at school while I can't?"

"I'm not cheating, Dummy!"

"Oh, please. You know French and_ whatever _it was that Tetrax was saying..."

"And Chinese, German, Russian, Navajo, Japanese... And all the alien languages we know. Gwen's knows more human languages, and yours knows more alien, Ben, but the bugs learn if you wait long enough," Grandpa began before he saw the glares he was getting and sank back down. "Right. I'll just be quiet."

"She can cheat and I can't. So not fair."

Gwen shook her head. She couldn't help it even though she knew _exactly_ what he was doing. "You can, too, Doofus."

"I think I would have noticed."

Gwen snorted and grabbed the television remote from its spot on the back of the dining booth. It only took her a moment to find the channel she was looking for. One she'd heard him talk about way more than he should have.

"Telemundo!" Ben grinned. "I love this channel!"

"And did you ever notice anything?"

"What? No. What?" He just looked confused even after Gwen pointed at the bottom corner of the screen and the English words that were stamped there. **Spanish Television.** There was a long pause. "I always wondered about that."

Gwen shook her head, but it was just as much at herself as at him. She should have known better than to think that he was reading the subtitles. "So now we can speak any language."

"That the microbes know," Max allowed.

"But when I was doing my homework last night, I had to look up all the French words."

Grandpa shrugged and showed her his hands. "Spoken languages only. There are ways around it, but nothing that can fit in someone's head. You'll have to learn how to write the old-fashioned way. Sorry."

"So, we're genius illiterates," Ben said with a shrug as he got comfortable. Not by sitting like a normal person though. No, he had to lie down in the booth and use her leg as a pillow as he pulled his portable Gamestation out of his pocket. "Easy B then."

"I knew you'd say that! Don't you care?" Gwen asked as she glared down at his mess of brown hair and fought the stupid urge to...

But it would be so much fun to watch him jump, the sweet _jerk. _

"Eh." Of course _he _didn't.

But she did.

"So from now on, I'll either hear everything in English or in gobbledygook until the bugs figure it out?" She felt her lip quiver even as her fingers found her cousin's hair. "I wanted to learn French."

Grandpa reached over and patted her on the shoulder. "I'm sorry, Pumpkin." She knew he meant it because he was too much like her doofus that she could see the guilt in his eyes, too.

He told her the truth and she wished he didn't, so she leaned over and banged her head on the table over and over again. "I have bug brains."

"That's what I've always said. Glad you're finally coming around, " Ben said without looking up from his game, but that didn't hide his smirk or how distracted he was as he missed a jump that she'd watched him make a dozen times.

If he wasn't, he would have noticed Gwen grabbing the bottle from Grandpa before she dumped it on his head. He sputtered and gasped as the cold water hit him and tossed the console onto the table so he could grab for her, but she was so much faster and back on her feet before she even got any water on her skirt.

That was the cake and the half-drowned boy glaring at her was the icing on it. She cackled as she tossed the empty bottle into the sink and danced away as he sprang up after her.

There wasn't any guilt or worry in his eyes _now, _just an evil gleam as he grabbed for her and she danced away from his outstretched hands. She didn't know he wasn't aiming for her until she heard the kitchen faucet go full blast and when she spun around again he had the sprayer in his hand and a wicked grin on his lips. "Don't you _dare!" _Gwen shrieked and laughed as she tried to run, but Grandpa was right behind her.

For a second she forgot she was mad at her Grandpa and just hugged him close as he hugged her even closer and turned her so he was between the two of them, but his warning only went one way. "Ben…_" _

"Hiding behind Grandpa," Ben snorted as he let the sprayer go and turned off the water as more dripped off of him and onto the floor. "I remember someone saying that only losers did that."

"Only because it works," Gwen sniffed as she peeked around Grandpa because it was _obvious_. She saw him narrow his eyes at the reminder and she got ready to say she was sorry _again._

Then Ben pulled off his soaked shirt right there in front of her and the words caught in her throat. He shot her a glare as he stood there and dripped. "You have our gis, right Grandpa?"

Grandpa said something, Gwen knew he did, because she heard the air rumble with the words, but she didn't have a clue _what. _She just stared at the Doofus as he stood there, at his bare chest that he didn't even _bother _to cover and…

And she'd seen him without a shirt before. They'd gone swimming often enough that first summer - and not at all the one that just went by. They'd meant to, but other stuff just kept coming up - but back then he didn't…

He had _muscles _now, hints of them, and…

And they were glistening and wet with drops of water tracing the lines of them that her eyes locked onto like they were the words of a spell or something the bad guys threw at them.

"Laugh it up, Dweeb!" Ben growled, his voice a thunder that shattered her concentration. She jumped as her eyes shot back up to his face and she felt the heat burn in her face. He leaned in closer and it _so _didn't help, not that he noticed as he poked her shoulder and smirked, "I'm putting you on the mat for this! Just watch!"

Gwen should have laughed as the doofus stomped to the back, should have set him straight. She should have said _something _to Grandpa as he followed after to get a towel so she could clean up her mess, that she was sorry or found a way to blame it all on Ben, but she didn't.

She _couldn't. _Her mouth was too dry as she stared at Ben's bare back until he yanked the curtain closed behind her. Her mouth was dry and the room felt like it was spinning as she sank back down in the booth. Somehow she forgot about the water until she felt the chill of it soak the back of her skirt.

"That's one way to do it," Grandpa grinned at her as she jumped up with a shriek and her face burned. Grabbing the towel and cleaning was almost a relief just because that was _normal. _As normal as the way the man kissed the top of her head as he went up front. As normal as the way the engine roared as he started it. As normal as home.

Those were the only things that were.

"I really _do _have bug brains," Gwen whispered as she sank back down again and stared at the wrapped cakes in front of her.

Stared and took one. The wrapper crinkled as she opened it, and then normal came _smashing_ back as a brown-haired menace in a white gi all but shoved her over so he could fit in the booth, too, and swiped the cake right out of her hand and stuffed it in his mouth. "Hey!"

"My bugs are hungry, too!" Ben said with a spray of chocolate crumbs as he grinned at her. Crumbs that covered the front of his gi.

She knew he'd brush them off before they got in the dojo, but her hand _itched _anyway as she eyed them. "You can't blame them for you being a _pig, _Ben!" Itched until she _had _to reach over.

"What about for you making friends with Charmcaster?" Ben said as he sat still for a whole five _seconds _before he slapped her hand away. "And I think you got them all, Dweeb."

"I - " Gwen started because she was _sure _that she missed one. Then she heard what the doofus said and forgot all about his chest. "What? No, I didn't!"

"I saw you!" Ben crowed as he leaned back. "Getting in a car with _strangers, _Gwen?"

"Michelle's whole family was there! Her brother's _six!_ What do you think Charmcaster _did?_"

"Evil Greymatter!" Ben said, his eyes glittering before they shot wide. Then he whooped and sat up straight as he hollered, "Follow that van, Grandpa! It's the new Negative 10! They only missed summer by a _day! _Still counts!"

Gwen's head sank into her hands at those words. It was the only way she could keep her Doofus from seeing her grin and it didn't work. Not when her giggle gave her away. So she gave it up so she could shove him instead. "You are such a _Doofus!" _

"You love it," Ben crowed at her as he grabbed another cake. There wasn't any care taken with the wrapper, but this time he broke the cake in half and held it out to her as he wolfed down his.

Gwen felt her brain bugs buzz as her fingers brushed his and her mom was right. All the sugar and preservatives in the cake so didn't _help, _but at least now she knew _why _her fingertips tingled. And the bugs making her feel _weird _wasn't anything compared to the way he glared at her school as they drove by even if that was normal, too.

So was the way he went still as she tucked her feet up under her and curl up against her Doofus just to tease him. The stiff fabric of his gi wasn't as comfortable as his lucky shirt when she laid her head on his shoulder, but it was worth it just to feel him squirm. In a minute she'd have to get changed anyway, and then she'd be kicking his butt across the dojo no matter what he thought.

In a minute, but not even her wet skirt could make her move now. Not when it was so easy to tease him. "You know all about my day, Ben. Tell me about yours. And I want to hear_ everything _this time!"

"Even about the jerk who spilled water on me even though I didn't do nothing?"

"_Everything_," Gwen repeated with a smirk as she wrapped her arm around his before he could elbow her again because she _knew _him. He sighed at that. Sighed, sagged against her, and started talking. The bugs must be working on him, too, because his face looked flushed when she looked up, but they already had cooties, so what did it matter?

Besides, what was she going to do? Ignore him?

Please. Like she ever could.


	20. Crossing the Line

**Chapter 20: Crossing the Line**

_McClellan Aviation Museum_

_Sacramento, California_

_October 22nd, 1999_

_1:08 pm_

"- _**weeks of sightings and radar reports culminated in the skies over Washington DC on the night of July 27th, 1952. The night we found out we weren't alone in the universe!" **_

Marci shuddered as the man's voice rumbled down while the screens all around them showed towering images of people pointing up at the sky as balls of light shot overhead mixed with radar screens that showed more and more of the blobs all heading the same way. Terrified people.

Powerless.

Somehow the grain in the film and the static in the dozens of overlapping voices that started talking all at once just made it worse. "_No cause - " _

"_\- advising everyone to stay - " _

" - _evacuate_ \- "

" _\- reports coming in from all over the world - " _

" _\- the Red Army is - " _

" - _mobilizing the national guard and air force - " _

The voices and the six different movies were so much noise, but somehow it was even _worse _when they all stopped and were replaced by just one voice as the same splotchy newsreel repeated all around. One aiming up at the night sky with just a hint of a cityscape under it. One that looked so familiar that she _knew _that she would recognize it if she just looked down, but she couldn't take her eyes off the lights in the sky.

" _\- with the army now on the National Mall and I can see - They're just _everywhere! _I hear our fighters overhead, but I don't know what they can do as the lights… Wait! Wait! One of them is separating from the rest! It's - it's - It's coming down! Oh, God! It looks like it's heading right for the Washington Monument!" _

Marci heard the panic in the last voice as she twisted back and forth and watched the same light fall to the ground all around her. It was all the dancing she could do and it wasn't enough. The worst part was that the theater was big enough to be her stage, but there were too many people around and the hard tile was already murder on her feet as she just stood there, so she and made her skirt swish this way and that around her hips so she could lose herself in the feel of the fabric going this way and that.

Feet shuffled all around her as the light got brighter and closer until she saw the hint of the ship behind it and everything just _stopped. _

Almost everything.

"Pop-Pop told me about this_!" _Blair whispered as she leaned in close enough that Marci felt the hem of the girl's skirt brush her thigh, but if she was nervous Marci couldn't hear it. Instead, the girl's dark eyes glowed with the reflection of the alien light as she looked up. "Everyone was in the basement of his apartment building and listening to the radio. He wanted to go to the window so he could see for himself, but his mom wouldn't let him or his brothers go near it. Not when his dad was with the rest of the men as they passed out their rifles and _\- " _

"Thanks, _Gwen!" _Marci hissed because of the idea of it, of being in a basement while her dad….

She hated it, almost as much as she hated the way she saw Blair jump, but at least the girl stopped talking. She just wished the voice on the speakers would.

"_\- ink it's…. Yes! Yes, it's landing! It looks like the military is already converging on it, but I only see a few tanks and some personnel carriers. I don't know… The lights in the sky - Oh, God, they must be ships, too! They're stopping! They're just hovering now. I don't know - I - I'm just going to stay on the air as long as I can!" _

The reporter kept talking, his voice dancing on the edge of excitement and terror as the screens changed again. Now the craft was so much more than a light and an outline. It _loomed _over them as the film bounced and went in and out of focus and soldiers darted in front. Soldiers with rifles that barely looked any bigger than the one her father used to shoot skeet at the club and she couldn't imagine…

Then the film stopped and the alien ship came into focus. The hull of it was a dark blue and it looked like it was carved rather than put together, it was so smooth. The nose of the craft hung over everyone's head, and the things on the side that looked like wings - that looked like _claws…_

Marci clenched her hands so tight that she felt her fingernails - her _perfect _fingernails, the ones she spent an hour on last night just so the pink polish would look perfect for today - dug into her palms because she couldn't _imagine _standing in front of it, but people were.

The reporter kept talking in the background and his voice was so much noise, but no one on the screens made a sound and that was so much _worse_. She just saw their mouths move as one man waved soldiers this way and that in front of it and Marci wished she knew what he was saying almost as much as she wished she could make everyone around her _move _because they were so close.

She just wanted to dance and all she could do was _stand _there as the words kept coming, "_ \- taken every precaution to meet whatever the situation may require. Every eye - every weapon - is trained on the ship. It's been this way for two hours and the tension - " _

The tension broke with an explosion of white steam on the screen and a scream that filled the little theater. Everyone jumped at it, and Marci almost added to it until she saw light cut through the dark around the skin of the ship as a hatch opened and swung down, leaving just the glowing opening of the ship. A glow that had a shadow skitter in front of it as the reporter's voice turned frantic. "_Just a minute, ladies and gentlemen! I think I see something moving!" _

Then it was _there, _in the doorway. Something that looked like a crab, only it was as big as her _father_. One that looked out before it raised one clawed hand and its words echoed out, "_ We have come to visit you in peace and with good will." _Then it skittered down the ramp _towards her. _

Marci wasn't the only one who screamed this time as the room went _black. _Screens that went _black, _and it didn't do a _thing _for the tension in the theater.

"Hey!"

"What gives?"

"We were just getting to the good part!"

They were a mix of voices, voices that Marci was sure that she'd know if she thought about them for a second, but she never did that. Not when she could hear the edge in all those voices in the dark. All but hers as she tossed her hair back and said, "We spent four hours on a bus for _that?" _

The laughter was just as nervous as the voices were, but it broke the tension as the lights came back up. Lights that Marci barely even blinked at because she was used to the spotlight as she forced a smile just a little so everyone could see that _she _wasn't scared.

She just wished that she looked as bored as the tour guide did as the woman stepped up to the door opposite of the one they came in through. "That was what the world saw that night," the woman said as she looked around with what she probably called a smile and Marci's mom would call a disgrace. "The fear, the terror. Everyone who had a television was watching and so many more were listening on their radios. None of them could have guessed that our Visitors were here to welcome us to a wider universe, or believe that the events would so closely mirror a movie that came out just nine months before. If you would follow me into the main exhibition hall you'll see artifacts from that exciting week. Things that usually never leave the Smithsonian, but with us fast approaching the fiftieth anniversary of that day…"

Following was the _last _thing that Marci ever wanted to do, but she heard the doors open behind her, too, and the voices of the rest of their school as they started to file in for their turn and the idea of seeing _any _of that again just made Marci's stomach lurch.

No wonder that her mom always turned off the TV whenever anyone talked about aliens. Even those heroes who were mentioned every now and then.

"I hope that they have something cool," Olivia said from Marci's left as she fiddled with the camera in her hands as they walked. It was a real camera, too. Not the little disposable ones that most of her classmates had twined around their wrists but one that looked almost as fancy as the professional used for her ballerina photo shoots_. _

"They _won't," _Blair grumped from Marci's other side as she gave Marci looks she _knew _she wasn't supposed to see, so she didn't. For now. Then her frown died down just a little. "But it'll be great practice for the concert tomorrow!"

The concert…

Marci froze at the words and It took her two '_friends' _almost four steps before they realized that she had, but Olivia was the first one who turned back and asked. "Marce?"

So she was the one who got Marci's glare. Her and Mrs. Adams as the old crone called out behind them, "Move along, Ms. Hunter. Girls. We still have two more groups who need to come through."

Marci's stomach twisted and she stomped by them both through the door and into the main hall. It was as big as the auditorium and as tacky as the hanger it used to be and Marci didn't _care. _Not even a little about any of the exhibits she could see lining the walls and standing in the middle of the room in glass boxes or the people that milled around them all.

All the people in her class and what felt like every other school in California because they thought that this horror show was _educational _and the sad sacks who were just _here. _

There were so _many_ and Marci wished that they'd all just go away, starting with the two behind her. "Marce, what's wrong?" Blair said with that same gleeful edge that she _always _had when she thought that she had an _edge. _

But there was only ever one Queen Bee.

"What's wrong is that concert is _lame," _Marci bit out as she glared at the crowd and started stomping down one row of exhibits just so she could see the _history. _History that was just old machines and photographs and a thing that looked like her old legos made out of a cement block the size of the flowerbed outside her bedroom window. A sign under it said it was a mold of the ship's landing gear. She waved a hand at it as she added, "Even lamer than all of _this!" _

"What are you - ?" Olivia started.

And Blair finished. "Since _when? _We've had tickets for _months! _And you're the one who wanted to go!"

"I didn't know it meant that much to you_!"_ Marci snapped. "Fine, be like the _sheep _and see yesterday's news. I hear that DJ Duster is coming to town. You two _babies _want to see him, too?"

"What?" Blair asked with a little gasp that made Marci grin even if she didn't dare turn around. If she did…

"Your parents were _that _mad?" Olivia asked in a whisper that no one else should have been able to hear, not in the crowd, but Marci still looked this way and that so she was _sure _before she spun around and glared up at the girl.

"Shut _up, _Olivia!" Marci hissed out, and the way the willowy girl went pale almost made up for what she said.

But not for Blair's smirk or the way her dark eyes narrowed as she crossed her arms. "What's wrong, Marce? Do you have to stay home and_ study?_" she asked with a sweetness that was as fake as the diamond on her bracelet. "But you did so _well _on that math test."

She did. That was the worst part. A 99. It was almost perfect. Almost, but Hunters never tolerated almosts. Not when someone else just _was. _

"This sign is _wrong." _

Marci closed her eyes when she heard _that _voice. The only one that never could just get lost in a crowd, that always _stood out, _that always had to be the _best. _

It only took her a minute to find the red hair that went with that voice. The red hair that was the first thing that Marci ever noticed way back in kindergarten as the teacher walked the tiny slip of a girl into the class. The red hair and the green eyes that lit up when Marci hugged her and told her about the crayons she'd already found. She was like a doll back then as she followed Marci around and so much _better_.

"Gwen," Marci hissed as she glared across the room at caught glimpses of the girl who was glaring at another tour guide as she pointed down at a sign next to an old piece of metal _junk_ that was bigger than her father's desk and hidden behind glass.

"Your parents asked me about her just last week," Blair said in a sing-song voice from behind her. "I guess they miss having _perfection _around."

This time Marci didn't _care _that her fingers were digging into her palms as she stomped away. People were either smart enough to get out of her way or her glare gave them a lesson they didn't forget as she caught bits of what the red-faced woman was telling Little Miss _Perfect. _" - wrong with the sign! This radar station was preserved by order of President Truman himself because it detected the first evidence of extraterrestrial - "

"No, it isn't!" Gwen said with a little stomp of her foot that was the furthest thing from being lady-like but reminded Marci so much of the little girl who used to be her friend because she used to stomp her foot the exact same way when they played house and she was the baby. Then Gwen brought up her hand and started counting fingers. "My Grandpa told me all about the crash at Roswell and the Foo Fighters in World War II, and there's an engraving from 1561 that shows - !"

"Young lady, this is a museum_!" _The poor woman snapped right back. "We deal with _facts _here, not whatever stories your grandfather told you or the nonsense that they put in your kooky _books!_"

That should have stopped the nerd. It should have stopped her _dead._ Marci leaned forward as she waited for Gwen to hang her head and maybe if she was lucky fight back tears, but she didn't. She let her mouth drop for a second, but that was all. Then she shoved her finger out. "They are not - !"

"God, she's gotten _worse," _Olivia sniffed.

Blair nodded and opened her mouth to say _something, _but she never got a chance. "I _know!" _Another girl's voice broke in. One that was almost as eager as her smile and almost as sad as her little black haired friend who was standing next to her who was nodding too hard and Marci just rolled her eyes at both of them. "Did you hear her on the bus? She's _pathetic!_"

"Excuse _you_,_" _Blair hissed at the girl who was standing way too close and grinning way too wide as he said it.

Just watching the girl's eyes go wide and her grin die at that was almost enough. Almost. Marci eyed the other girl's streaky blond hair and tossed hers. "I don't remember us talking to you or your little pet, Nadia. But if I ever need help picking out a hair dye from the dollar store I'll let you know." That got the look she wanted, one worth leaving in her dust. "Sad."

"I know, right?" Blair hissed out as she oh so carefully didn't look back because those two weren't worth their time. "But she's not wrong. That look Gwen gave us? Who does she think she _is?"_

"Little Miss _Perfect_." Marci almost hissed. God, the way she stood up and told everyone else that they were being too _loud?_ If she was anyone else she would have been as ignored as Mrs. Rogers if she was _lucky, _but she wasn't. She was _Gwendolyn Tennyson _and everyone listened.

Even the three of them and Marci didn't know _why. _She should have been fuming, but she didn't care. Not right now, not as she got closer because she'd never seen the redhead actually _argue _with a teacher before and a tour guide was the next best thing. Gwen looked so fierce now, but Marci _knew _her and she knew that the girl would _crumble _the second the woman said something back like she always did.

Considering the way the woman's face was trying to match Gwen's hair it wouldn't be long either and it was going to be _sweet. _So sweet that Marci got on her tiptoes just so she could see it better.

It was going to be, anyway, until the new girl reached over and brushed Gwen's arm. Gwen jumped at the attention and her face blanched when she saw the girl's lips twitching because she was that close to laughing. Her control slipped even as she said. "Calme-toi, fille folle. Tu fais peur au gentil homme."

Marci _wished _that she knew more than a few words of French because she'd heard the new girl say some of those before, but she didn't know what they _meant. _Just that they always made Gwen look like she wanted to grin or hide. And she wanted to _scream _when Gwen answered with, "Mais ... mais il a _tort_." They were just five words, but Marci heard her say more as the two of them laughed with Ms. Robere in a French so perfect that it could have come out of a movie. Not that it _mattered. _

Gwen _excelled _at one more thing. Why _not? _

"Je sais qu'il l'est, mais il ne changera pas d'avis," the new girl said as she shook her head hard enough that her braid danced in the air behind her even she laughed and took Gwen's arm. "Allez, tu peux me donner ma propre tournée. Je sais que tu as lu la brochure."

The words were a rapid-fire that Marci couldn't even _try _to follow but she _knew _that Gwen understood just from the way her glare turned into a shy smile as she let herself get pulled away. A smile that turned into a laugh. "Non!"

"Menteur!"

"I _hate_ the new girl," Olivia sighed after the other two disappeared into the crowd.

Blair let out a little sniff as she stopped on Marci's other side. "I _know. _Our Bestie always get so _sad _when a teacher won't let her kiss their feet and the new girl just had to ruin it, right Marce?"

Marci didn't say a word as she kept looking until she spotted the two again. Gwen was grinning now, a wicked one as she covered the new girl's eyes and led her through the crowd to the only place that everyone was avoiding. The huge glass case in the middle of the room. The _thing _inside that Marci could barely see because the other exhibits blocked most of the view and she _knew _it was set up like that on purpose. She could only see the back from where she was, but she _swore _that the statue of the _thing _inside looked like a giant crab with a huge head that was wearing a gold and white suit over its mottled blue body. The same one that he must have worn in the film, but the _horror _was lost in black and white.

She tore her eyes away from the thing in the case, not that who she saw next was _any _better. She didn't care about the case that looked like it had a pen in it or the boy standing over it. Not that the boy was looking at the history or her, he was too busy shoving the ginger _moron_, and Marci could have thanked the stars for that.

She would have if the stars weren't right here and making her skin _crawl. _The stars and the ginger hair on the boy in front of her - hair the same color as _hers _\- that made her snap out, "When are you going to _muzzle _your pet, Flint?"

The greasy boy jumped when she called his name, but there wasn't any sign that he was surprised when he turned around. Not that there was room for it between his sneer and the red blotches that were marking his forehead. He held up a hand as the other idiot reared back. "Hold on, Sean, the Ice Queen herself is talking to me. What was that, Princess?"

Marci crossed her arms at the name and the look that came with it. Flint was the only one who could talk about ice and still leave her feeling _dirty _as he looked at her, but she wasn't about to back down. Not to him. Not to _anyone. _She was a _Hunter. _"You heard me," she said just as a shriek filled the hall and every eye turned just in time to see Michelle spin away from the case and start smacking Gwen, who just laughed and laughed even as she caught the hands and pulled the other girl back to the case. "You're always saying Gwen's _your _pet. Teach her to _heel_. Teach them _both._"

A _month. _She gave the new girl a _month. _

She never thought that Flint's sneer could get bigger or grosser, but he proved her so wrong as he turned and looked over the other two. "Interesting," he drolled out and somehow he made even that word left her feeling like she needed a shower. "What do you think, Sean?"

The other boy looked over and his smirk was almost as gross. "We could go play peekaboo. I have to admit I'm curious."

"Oh, I am, too," Flint leered as he gave Marci another look. "But what do _I _get out of it, Princess?"

"Marce," Olivia warned as her hand brushed Marci's elbow.

Marci shrugged her off. "What do you want?"

Flint just grinned. "A kiss."

"Gross!" Blair gagged from Marci's other side.

Marci almost did the same as she imagined _that_ touching her and of _him _being her _first. _Then she heard Gwen's laugh again and that was that. Her nod was sharp, but not as sharp as her tongue. "If you can get _Little Miss Perfect _to shut up."

"Both Ice Queens in one day," Flint purred and Marci almost threw up. Almost, but it was what he said next that really did make her gag as he nodded at Olivia. "I want pictures, too. No one will believe me otherwise. Not even me."

Marci bit her lip as she looked across the crowded hall. "How - "

"Don't worry, we'll take care of _that_. Just have Olive Oyl here ready. What about you?"

"Marce!" Both girls shouted, one in disbelief and the other hurt, but Marci just nodded even as she seethed at the boy for using that name, the one that her friend had hated ever since first grade.

Flint grinned at her and she never felt so sick in her whole life, but for a chance at being _better, _even if it was only for a few minutes… "_Fine." _

"You're on. Come on, Boyo."

"Hey, what do I get out of this?!" Sean demanded even as he turned. "And it better be good, or else I'm gonna show you where you can _shove _that accent!"

"You can go first," Flint said and Sean just grinned. The words were so much nonsense, but they were _boys _and what else did she expect? "I want Little Miss Perfect, but just for you, Sean, we'll start with the new girl. What do you think? Pink?"

Sean's smirk came back as he looked over at the two, who were both laughing now. "Army girl like her? Camo. But let's find out." The two ducked into the crowd then and they looked just like big cats hunting as they stalked forward. Only instead of a roar, Sean said, "Don't know what you think you'll see, moron, yours is wearing _tights."_

"I know that you're too poor to know, idiot, but the best part about presents is - " Flint started with a cackle before his voice disappeared in the crowd and it was such a relief.

The words pecked at Marci, but they weren't anywhere near as annoying as the hand that grabbed her arm or Blair's tone as she hissed, "I can't believe you're going to kiss _that_!"

"And I can't believe that you didn't get held back a year like Sean did if you're _that _dense, Blair," Marci hissed right back as she brushed the girl's arm off of hers. "_Nothing _can shut Gwen up." Nothing but her precious _cousin, _but why use that card when she didn't have to? "I just want to see what color she turns when Flint uses his _charm _on her. Olivia?"

"Got it!" The tall girl chortled as she brought the camera up to her face and twisted the lens back and forth. Marci didn't know why and she didn't care. The girl was the best photographer in the _school _and she knew that she'd get the picture. "He said he was going to start with the new girl. Should I?"

"Oh yeah," Marci grinned and wished that she was as tall as her friend. _She _didn't have a problem seeing over the crowd, but after all the time Marci spent en pointe, being on her tiptoes was _nothing_. So she got to see Sean slip around behind the display case while Flint went right up to the two girls.

And Gwen's face go blank as they spun around to face him and she moved between the boy and her new Bestie."What do you think that he's going to do?" Blair asked and Marci didn't need to see her face to know she was grinning.

"Talk to them?" Olivia muttered as Flint stalked forward as Gwen and the new girl both backed away. "What else does Flint have to do?"

It looked like the willowy girl was right until the new girl turned and bolted. "Wonder where she's going?" Blair murmured.

"To get a _teacher," _Marci guessed with a sneer as she watched the new girl ran for the display case and Sean froze on the other side.

Olivia hummed as she lifted her camera to her face. "Of _course _she is. They always look out for their _pet." _They did, they _always _did, it was just too bad that _none _of them were anywhere near those display cases or the _things _inside. No one would be who weren't _freaks. _

Not that it mattered. If whatever-her-name-was was going for help, she didn't get far. Her hand barely brushed the velvet rope around the case and couldn't have been more than ten feet away from the other two when Flint said _something _that made her skid to a stop as Gwen went as red as Marci had ever seen her before her hand flew out.

"All those years of karate and she _slaps _him?" Blair mocked as Flint turned back, his hand on his cheek and a grin on his lips as Gwen stood there like a statue and glared.

"I _know. _Right?" Marci _knew _it was all for show. If Gwen had just gone into ballet like she was _supposed _to, like she _said _she would, she could have done the same thing.

Still, the crack of her palm against the idiot's face caught some of the sheep's' attention and the ones in the way turned enough that Marci could see _everything. _Especially how the new girl's face burned, too, at whatever Flint had said as she spun around and lunged towards him like she wanted to slap him, too.

She never made it.

Sean was closer and faster as he darted up behind her and caught the girl around the arms and middle with his left arm. They heard her gasp all the way across the hall as he pulled her back and wrestled her around so they were both facing Olivia and the camera as she fought in his arm. He even looked up and grinned over her head for the picture as his right arm darted down as Gwen spun around and Flint grabbed for her, too, as Sean shouted, "Peekaboo!"

"What's he - ?" Marci started to ask before her hands shot to her mouth and the world turned into a series of flashes.

A flash of bright purple as Sean yanked the front of the new girl's skirt up to her stomach and laughed as he leaned over her and leered down, of white as Olivia's camera went off, and of red as the new girl got her feet back under her and drove the back of her head into the boy's face a moment later.

_Every _head spun around as Sean's scream filled the museum. Everyone saw him shove the girl away, her long braid swinging through the air, but Marci didn't see her hit the floor. Not with everyone else in the way. She did see the bottom half of Sean's face turned into a bloody horror though before he shoved both hands over his nose. Marci heard gasps all around her as she shoved her hands over her mouth and swallowed _hard _as her stomach lurched.

People gasped, but no one said a _word. _No one but Flint.

"You _bitch!" _The greasy boy roared over Sean's howl and every eye went to him as he shoved Gwen away. No one moved as Gwen almost went sprawling before she caught herself in a room so suddenly quiet that Marci heard her shoes squeak on the tile even as Sean charged the girl on the floor.

And Gwen - who was a good eight inches shorter and forty pounds lighter - stepped between them like she could do a _thing._ Marci's hands shot up to her mouth and caught her gasp as the girl just stood there even though the boy looked ready to bowl her over before his hand shot out so he could shove her away.

Marci watched it all and she wanted to scream, she wanted to charge forward, but she didn't. No one did. Not to help or to go get help. They just stood there as frozen as she was, as _Gwen _was as the boy's fat hand reached out.

Then it was like Marci was watching a movie that skipped a dozen frames because Gwen's hands were wrapped around the boy's wrist and she was spinning around - her red hair a blur over her blue sweater - and the boy screamed again as he flipped through the air.

His scream ended when his back slammed into the tile hard enough that everyone _jumped. _Even Marci, twenty feet away. The only sound he made after that was the sound of him kicking at the floor as he writhed on the ground.

Then the silence was broken by a howl.

Sean didn't try for words as he surged off his knee like he was at football and Gwen had possession. The bottom half of his face was a bloody mess that Gwen couldn't see because she had her back to him. "Look - !" Marci screamed into her palms.

She didn't have to. This time the movie didn't skip. This time Marci saw Gwen spin around, saw her foot kick out as she did and the black leather of her shoe caught the boy right on the chin.

Sean had an inch and five pounds on Flint and he just crumbled as Gwen spun to a stop next to him in a move that would have been at home in a ballet recital if it wasn't for the two boys at her feet. Boys she glared down as she raised her hands to her chest like she was _daring _them to get back up, and the look on her face as a monster from another world looked over her shoulder...

No one moved.

Then they did. Then everyone surged forward as a hundred voices all spoke at once, their words a babble as they shoved past Marci and filled the space between her and Gwen. Marci _almost _followed them, almost let herself get swept up in the mob as her heart pounded and tears burned her eyes.

Almost, and then Gwen's head shot up and burned as they met Marci's. Marci jumped back and almost screamed as she ran into something. No, _someone. _She spun around so she could run and then she did scream when she saw Olivia standing there frozen.

Frozen with her camera still at her eye.

"Get _down!" _Marci hissed even as her hand shot up and caught the camera strap and yanked. Olivia let out a gasp as the rough fabric dug into the back of her neck. Marci didn't _care _and she didn't let go as she started pushing their way through the crowd. She'd _drag _the girl if she had to. "Come _on!" _

She would have dragged both of them, but Blair was already gone. It only took Marci a second to spot the Chinese girl's black hair and Marci just saw red, but she'd make the girl _pay _later. Right now she just followed as Olivia mewled and whined behind her.

No one paid any attention to them, and for once that was a good thing. Mrs. Adams bellowing, "Ms. Hallam, what is the _meaning _of this!" was even better. It gave them a chance.

Somehow Olivia found a hall off of the exhibit floor. Marci didn't know if she'd spotted it before or if she just got lucky and she didn't care. She just kept following as the girl disappeared behind a door. She didn't care if there was another exhibit or storage behind it, but she had to admit that she felt better when she saw the white tile and the long sink on the other side.

There were three stalls, too, and Blair disappeared into the last just before she got sick. "Oh God, Oh God, Oh God," Olivia whimpered. Marci finally let the strap go as she all but ran for the sink. She didn't know if the bathroom was empty and she didn't care until after she got cold water on her hands and splashed it onto her face. She listened as hard as she could for anyone shouting their names or following after them, but for all the noise outside, noise that was almost lost in the sound of Blair heaving and Olivia hyperventilating, she didn't hear that so she let her head sink down.

The porcelain was just as cold against Marci's forehead as the water was and her long blond hair hung around her like a veil that didn't block out nearly enough of the world. "Oh, God," Olivia whimpered again from somewhere behind Marci. "Did you see - "

"Of _course _I saw!" Marci snapped without moving. She couldn't _stop _seeing it. Olive skin going ashen with terror and humiliation, green eyes burning and the boys…

The _red _and the _purple. _

"She can really…" Blair whimpered, her voice echoing in the stall. "We've been -! We've been - ! And she can really…"

Marci tried to think, tried to remember everything her parents said about staying _calm, _about _thinking _and being a leader and she couldn't. Not when her _friends _wouldn't _stop. _"He - he - he - Did you _know?" _

"She moved so fast… All the things we've been saying and - and - "

"Of course I didn't!" Marci bit out as her head swam and she closed her eyes. _Shut up. _She thought. _Shutupshutupshutup. _"But it's _Gwen! _She'd _never!" _

"Not _her! _What if…" Blair called out from the stall, her voice a whimper. "What if Sean does that to _us!" _

Olivia let out a high pitched whine at that even as Marci's head shot up and her hand shot down to the hem of her skirt. "He wouldn't - !"

Dare.

The word died on the tip of her tongue when she saw herself in the mirror over the sink, her face wet and her blue eyes wide and… and she knew that they wouldn't. There wasn't a boy in their school who would now, and it wasn't because of _her. _

"She didn't - " Blair whispered into the toilet and Marci heard the fear shake her voice. It was the same terror that made her heart pound and Olivia whimper. "God, she put them both on the floor and she didn't even _blink." _

Marci heard all of that, and something else. Something she never heard in the Asian girl's voice before. Not in all the years that they'd been friends.

Respect.

Marci heard it and she remembered the crowd. She remembered all the blue sweaters and sport jackets that filled it. She could _hear _them out there even now, even though the closed door. Not the words, but it didn't matter. They wouldn't be talking about anything else. Today, tomorrow, next week.

She heard it all and her mother's voice flashed in her head. _There's only _one _queen bee. _"You got the picture, right?" Marci said, her voice flat as she stared into the mirror and saw her mother scowl back. There was only _one. _

"I - I - "

"Stop _whimpering_, Olive Oyl!" Marci hissed out and she heard the tall girl gasp at the nickname that Olivia _always _hated and made her promise that she'd never use again, but she didn't have _time _for promises. "Tell me you got the picture or else I'll have the whole _school - " _

"I did! I did!" Olivia whispered, miserable and scared. "Why?"

Marci felt _sick. _At how she made her friend sound and at what she was thinking, but her mom would stop _staring. _"When we get home tonight, I want you to develop it."

"Why?" Blair asked for them both as she hiccuped. "God, everyone _saw. _The school won't - Even Flint's dad won't be able to buy his way out of this one. They don't need a - "

"I don't _care _about Flint," Marci hissed. She didn't. She knew that the girl was probably right, and even if they _weren't… _Well, that was just a bonus. "I want you to make _copies. _As many as you can."

One was for the principal just in case the boys _weren't _expelled. The rest...

"We're going to teach the boys their place and the girls…" Marci swallowed hard, but she didn't let her voice break even as she remembered the terror on the new girl's face. "The girls will know _exactly _what happens to _anyone _who talks to Gwendolyn Tennyson, and _everyone _will know who's in charge!"

Marci heard the girls suck in a breath behind her and it was too much. She dug her hands into the sink and heard the words pour out of her. "Don't you _dare! _We gave her a _chance _and the new girl spat in our face! And Gwen - she already lords it over us! Do you really want to be in a school where she - "

"Where I _what?" _Gwen asked, her voice low and flat as she cut in.

Marci didn't scream as she spun around, but she was the only one who didn't. Gwen just stood there as the bathroom door swung shut behind her, looking as perfect as she did when she got on the bus a few hours ago except for some hairs that had slipped free from her clip and were fanned across her face. She wasn't even breathing hard. She just stood there and stared as the door behind her swung shut and the world went quiet.

"What do _you _want?" Marci hissed as she glared right back into those green eyes as she tried to find the strength that just _came _to her father. Gwen didn't say a word, she just glanced over at the camera that was still hanging around Olivia's neck and the other girl let out another whimper.

That was the noise that was too much. "Calm _down, _Olive Oyl," Marci barked as she took a step forward. "What do you think she's going to do? Beat us up, too? Like she isn't in enough trouble already."

Gwen's eyes went wide at that. Not much, but Marci saw it. She saw it and she smiled as she took another step forward. "You can't even go running to the teachers now, _can _you?" Like she _always _did. Like they were the only ones in the whole school who were worth her _time. _But now… "Attacking poor Flint and Sean like that. We always _knew _you were a _freak. _Your mother is going to be so _ashamed, _Gwen."

The girl's face went blank at the words, but even Helen Keller could have seen the shudder that went through her body, the one that made her clench her hands into fists to stop. That was it, though. Her face didn't burn and her eyes didn't get wet like they usually did. There weren't any barbs spat right back, either.

Marci's friends didn't play their part either. Olivia just stared at the redhead, her face almost as white as her knuckles were around her camera, and Blair - Blair who _always _thought that she could be a queen, too - hid in the stall. It didn't matter. Marci didn't _need _anyone. She hadn't in years. She waved a dismissal at Gwen and sniffed. "I don't even know why you _care. _The new girl's an army brat and my mother told me all about _them. _Like the school won't be seeing her with her skirt up soon anyway, the _slut_."

The words tasted like _bile_, but Gwen didn't move at all. She didn't even blink. All she did was stand there and _stare _as her lips thinned. Anyone else would have raged at the words or been ashamed, but Gwen didn't even twitch. She just stood there breathing slowly. Deeply. Everything about her from how she stood to how she looked at them, even how she held her arms down at her sides. All of it was so controlled. Like she couldn't even be bothered to yell at them, to scream at them. _Anyone _else would have, but not Gwen. She had to be _Perfect._

"That's it?" Marci almost _screamed _as her face twisted. "What's _wrong _with you?! I thought that she was your _friend! _Doesn't _anyone _matter to you?!" Marci did scream those words as she stomped her foot. "I can't - God. You're a - you're a - " There weren't words for it. Or maybe there were because _something _caught in her throat as she stared at the girl and tried to find some sign of the one she knew. The one who giggled when they played Barbies and cried with her when they watched Bambi. The one who _promised _that she was going to do ballet, too.

Marci's eyes burned just like they had that day when Gwen came to her house and told her that she wasn't right in the middle of dinner and she saw the look that mom gave her over the other girl's red hair…

The look that said _everything_.

"This is why _nobody _likes you, Little Miss _Perfect_!" Marci spat out, her hands shaking at her sides. "I know that you blame _us, _but people were _sick _of you before we said _anything! _They have been for _years, _or don't you remember how you used to come crying to me because no one else wanted to play with you? This is why! Always acting like you _know _everything, you can _do _anything, like we should be glad you let us in your _presence_ and just do what we're _told! _You'll see! The new girl will get _sick _of you, too! Not even that disgusting _freak _of a cousin you have can -_ !"_

There weren't words for what happened next. It felt like the world skipped frames when she watched Gwen fight the boys, but now the film just _snapped _as Gwen snarled, "_Shut up." _

And every light bulb in the bathroom _exploded _

Three shrieks filled the bathroom as glass rained down. Marci expected darkness when she let her arms drop and opened her eyes again, but the light was still there, it just changed from the glaring off-white to a bright pinkish-purple, and it didn't come from the ceiling. It came from Gwen, from her clenched hands to her arms.

And from her eyes. More of the pink light glowed behind those green eyes, and Marci's heart and voice seized up as she stared. "Wha - ?"

"_**Shut. Up**__."_ Gwen hissed, and her voice echoed in the small room. A pressure that Marci had never felt before blew out away from the red-haired girl in waves that matched the pulsing of the light that clung to her. She had seen Gwen happy and irritated and hurting and sad and bitter and sarcastic and cynical and always, _always_ proper.

None of that was in her face now, and what there was froze Marci's feet to the floor. Gwen just glowed with that unearthly light, a light that promised so much pain. Marci opened her mouth to scream -

\- and no sound came out.

The fierce look in Gwen's eyes didn't go away, and if anything, it only increased even as they opened wide in shock. Her hands shot to her mouth and as terrifying as her glare was, her startled laugh was so much worse.

Marci inhaled sharply and grew even more terrified when she realized she couldn't hear the sound of her own breathing. She couldn't even hear her heartbeat. She looked over to Blair, hyperventilating with her back pressed up against the inside of her bathroom stall like a deer caught in headlights, and couldn't hear her either. She looked behind her and saw Olivia babbling something as she slid to the floor and clung to her camera. A prayer, maybe, or silent pleading words, that were as silent as anything else.

The only sound in the room was a cracked, giggling laugh from Gwen as the light burned brighter, burned into an inferno that hid her eyes completely. "So easy," she whispered into her hands before she let them drop and Little Miss Perfect flashed her teeth as she started to giggle, control lost at last.

"It's so _easy_ to make you shut up, Marci. If I'd known... I should have done it_ months_ ago," Gwen uttered, cackling while her hair danced in a breeze that didn't exist. She took a step towards Marci, and the pressure increased, almost burning at her skin through her uniform, forcing her backward. Gwen brought a hand up from her waist and unclenched it, reaching towards her face with clawing fingers. "All that time _listening _to you and all the _horrible… _And I could make you do _anything I wanted_ and you couldn't stop me. None of you could. I could make you run out there and confess everything, make you get yourself _expelled _and get Flint and his _jackass friend_ thrown into juvenile hall, or have you put on a show that makes _everyone _forget how you _humiliated _my _**friend **_\- "

The rant sounded crazy until Marci felt a wind that was just as insane whip up from nowhere. It tore at her hair and her skirt as she opened her mouth in a silent scream as her hands shot down, but the wind was just _gone _before she even touched the fabric. She shoved it back down with both hands anyway as her face burned. It didn't matter. The stomach-clenching _sick _she felt as Gwen spat out, "You always did look pretty in _pink," _stayed so much longer.

That was when Blair broke. She came charging out of the stall with her mouth wide open in a silent scream. For just a second Marci thought that the girl was going to throw herself at Gwen, for just a second she imagined herself doing the same thing.

But Blair didn't. The girl was so pale as she dashed by Gwen and raced for the door. She caught the handle and pulled, but it wouldn't _move._ Wouldn't even budge.

Gwen didn't look back, didn't care about Blair at all even as the girl that she'd known since kindergarten fell to her knees clawing for a lock that wasn't there.

"That's just the _start of it, __**Marce," **_Gwen hissed as she took one slow step after another towards her until Marci felt her back slam up against the painted brick wall. Nowhere left to run.

Gwen's hand, hot and cold all at once and _burning_ with that light fell onto her forehead, and the girl's fingers dug into her scalp. "The _**start **_of what I can _**do.**_ The _start _of making you _**pay **_for everything you've done to _**me for**_ _**years,**_to _**mine, **_and when I'm _done_ I can reach inside your mind and make you forget that I even - " her breath caught with a gasp at that. "_Forget _this and _**everything I**_ _ever _told you because I thought - " her teeth clicked together as the fire that hid her eyes flared and ran down her cheeks, "- forget _everything_ that you've ever thrown back in my _face! __**Everything! **_**Make you forget **_**EVERYTHING**_**.**" The redhead hissed, and her voice thundered in the room, echoing over and over.

Marci's legs gave out and she sank to the floor. She didn't know how Gwen became _this. _Where she'd gotten this...this power. It wasn't real, it couldn't be real. The aliens on the other side of the door were horrors, but they weren't _this. _

She stared up at the _monster _in front of her with the glowing eyes and red hair that danced on its own and somehow she _knew_ that it was still Gwen, but she couldn't see a shred of the little girl that she had once been friends with - the one that she'd hid from monsters under the covers with. It was still Gwen, and that made it even _worse _when she flashed her teeth and cooed, _"_Goodbye_**, Bestie." **_

Marci tried to kick away, but the wall behind her trapped her where she was. So she closed her eyes then and curled into herself as she felt fingernails dig deeper into her scalp. She felt her lips move; crying, begging, pleading in a voice that she couldn't hear, _Please, please don't, please don't hurt me, please don't do this. Please stop. Please. Please. Please. _

Somehow, even with her face in her knees and her eyes squeezed as shut as they would go, Marci still saw the light. Saw it flare as the girl over her muttered things that weren't _words._

_Please. Please. Please _

Flare and die at the last syllable as Gwen sucked in a breath and jerked her hand away as Marci felt something hot soak the back of her skirt. It could have been an eternity or a second before she looked up again and saw Gwen staring down at her as the light bled out of her eyes, the manic look disappeared, and a blank _nothing _took its place. "I - I'm…" she started to say as she wrapped an arm around her stomach and turned away.

Turned to Olivia and the camera that the girl was still clinging to as she held her hand out. "Give me the camera, Olivia," she said, her voice cracked and Olivia just stared up at her. The hard look came back then, even though the glow in her eyes didn't. It still burned around her hand, though, as she held it out and growled. _**"Give. Me. That. Camera."**_

Olivia jerked it towards Gwen so fast that the strap caught on the back of her neck and left a friction burn, but there had been no delay or argument. She handed it over like she had been a puppet on a string controlled by Gwen.

Gwen took the camera and wrapped the strap around it, looking at it for several long seconds. Then her face went hard and she snarled again, and that same wicked light encased it. Destroyed it completely. It didn't melt or burn or catch fire, it just existed one moment and the next…

The next, strap and all, it was turned to glittering charred dust in her palm as she said more things that weren't words, and then Gwen walked over to the sink and calmly, far too calmly, washed her hands and reached for the paper towels.

"Just leave me alone," Gwen said, still glowing, but sounding so tired and miserable then. She dried her hands off, then set them on the edge of the sink and bowed her head. "That's all I want, Marci. You leave me alone. You leave my friend alone. And you _stay away from my family._" Gwen looked over her shoulder at her. "I'm so over you. You and these _harpies_ can do whatever the hell you want, but I am **done** with you. Done with hoping that one day you'd remember that we were - " Gwen's voice caught at that and she closed her eyes, but there weren't any tears when she opened them again. "And so long as you leave us alone? So long as you keep quiet and stay out of my way, this is the end of it."

Gwen threw the wet towels into the wastebasket and walked for the door, the glow around her slowly dimming. Blair dove out of the way and cowered, and Gwen passed her by without a glance. The light disappeared completely when she reached for the bathroom door with a shaking hand and jerked it open, and the daylight from the rest of the museum poured in and blinded them all.

Gwen Tennyson walked out and all the sounds that were missing came back; the sound of the door swinging shut behind her, the faint sounds of the chattering and gossip outside. The normal world was just on the other side of that door.

The sound of Olivia and Blair sobbing in the darkness was on this side.

Marci didn't make a sound. She just huddled her legs up against her chest and squeezed them tightly and sat in the wet and the dark and wondered how the little girl she'd once adored, the girl who she eventually became jealous of, sick of, had become _that_. She wanted to scream at the world, tell them all what Gwen Tennyson really was even as they called her name.

She had to tell, but who would believe her? Nobody. Gwen was Little Miss Perfect and _everyone_ knew it, so she just buried her face in her knees and cried.


	21. Facing the Music

**Chapter 21: Facing the Music**

_Ben __Tennyson's Bedroom_

_Bellwood, California_

_October 22nd, 1999_

_11:19 pm_

The universe _screamed _around Ben and he loved it.

It screamed so loud that his ears ached_,_ but he didn't care. His fingers burned and he didn't _stop. _He couldn't. Not until it was over. He'd _die _if he stopped now. He didn't even dare open his eyes, he couldn't afford the distraction. Not with Interstellar Overdrive howling from the strings at his fingers and his heart hammering in his ears as sweat stung his eyes. He couldn't resist it, so he just let the sound wash over him and guide his hands to the very end even as it brought him to his feet.

Then the alien device he was holding howled out the last note and there was just the stunned silence that always came right before people started chanting his name. A silence he ended with a bellowed, "Who's your _hero?!" _as he shoved his guitar high over his head and opened his eyes.

To his empty bedroom.

"Aww, man," Ben muttered as he stared at his reflection in the mirror and the blank TV screen on the dresser across from him. It almost felt like he had an audience. Almost. "No one _ever _gets to see me be awesome."

The words didn't fill the air anywhere near as well as his rocking out did, though, so he let his hands drop and the strap around his shoulder catch his guitar as his amp hummed to itself. He wasn't Greymatter, but his brain still raced through all the ways he could have been fixing that even as he looked at the phone on his pillow and prayed for _something. _For the siren-like ring that meant that the police needed a little Four-Armed help or the ring of a frantic call from Grandpa saying that he was home and it was hero time.

Or for the Dweeb to just finally _answer. _

"Ugh…" Ben groaned as he dropped his butt back down onto his bed and scooped his cell phone up even though he was _sure _it would be as blank as it was when he checked it two songs ago. Sure enough that he almost knocked his ax off his lap when he saw that it wasn't.

**1 Message Waiting**

Ben stared for almost a heartbeat. "FINALLY!" That shout was still echoing off of the walls as his finger slammed down on the button and he shoved the phone against his ear. "It's about time you - "he started as he glared at his guitar and hated his skills because he never even heard the thing ring while he was rocking out.

Then he just hated everything else. "_Dude, I just got to the last level of Blue Harvest and you're not going to believe whos Luke's fath- !" _The rest of Jamie's excited babble died as Ben growled and jammed his thumb down. The whole phone almost joined it a second later as he watched the screen change.

**0 Messages. **

Zero. He'd left the dweeb like a _dozen _texts and she never answered _any_ of them. Not a single one even though tonight would have been _perfect _for Heroing and she should have been back from nerding out at that stupid museum _hours _ago. Even if she _wasn't, _being busy never stopped her from yelling at him before.

His fingers flew across the buttons as he sent one more. **Come on, Dweeb! I know you can't wait to bore me about today! **

He sat there forever waiting for her to say something back. Anything. Then the last number on the clock at the top of the screen changed into a 2 and he snapped the thing shut. "Don't even know why I _care." _

Ben's eyes went to his window and the night beyond it. It was clear and dark. The moon wasn't even out yet and he had trees he could be running through and a sky he could be flying in. Really fly, too, not just buzz the houses and trees so no one would see him. Besides, "They _gotta _be asleep by now." His aunt and uncle _never _stayed up this late, and his mom and dad…

He'd killed all the time he could on his guitar waiting - and it was _legendary _playing it with his amp on eleven instead of just listening through his headphones - but if he didn't go now he'd be stuck in this room all night. The thought made him shudder and shoot another glare at his phone even as he made his move.

Ben never unplugged his amp or put his guitar back where it belonged in the space between his desk so fast before, and he only slowed down a little as he got his bed ready. That was only because Furry Freddy deserved better as he carefully moved the little guy down on his spot on the bed. He wasn't anywhere _near _as gentle with his pillow - that he just jammed under his covers - or the light switch. He could just hear his dad's shout as he slammed his hand down on it, but it was _way _better than the noise the man would make if he got caught. Not that he ever did. His oldest buddy took care of that.

It _never _would have worked if his mom didn't hate looking in his room so much or make sure that his dad didn't do much more than glance in, but if they did the shape under his covers looked like him in the dark, and his old teddy bear sealed the deal and kept them from seeing the empty spot on his pillow where his head from the door all at once. Kinda, anyway. Enough that he never got caught sneaking out.

Not that it mattered. He'd think of _something _if it didn't work. He always did.

"The Dweeb better have, too," Ben muttered as he scooped up his phone and stomped over to his window. There was just enough light coming through that he could see it glowing in the wall, but that was it. It didn't matter. He could find his way around his room blindfolded now, especially now that he'd cleaned up the mess that used to surround his bed. A mess he missed because he didn't know where _anything _was anymore, but the Dweeb made enough fun of him after they missed a car chase because he tripped over a pile of his shirts months ago and woke his parents up.

Never again.

He wished it would happen again, that his phone would buzz and she'd let out her stupid giggle and tease him about it all over again, but it didn't matter how hard he squeezed the stupid thing, it didn't make a sound.

"Don't care," Ben repeated to himself as he shoved his window up with one hand and slipped out. The cool air felt so good against his face after a night of rocking out and the shingles were cold under his bare feet, but he didn't really pay any attention. Not with a whole world in front of him. He could do _anything. _

Including annoying a dweeb. **Ready or not, here I come. **

The knot in his stomach got a little smaller and his grin a whole lot bigger as he looked down at those words and jammed his thumb down on send. He just wished he could see her face when she -

The world rang out behind him.

It wasn't loud - just a quick buzz - but it was a sound that didn't belong on his roof any more than the gasp that came with it. Ben didn't make a sound as he threw himself down as low as he could without actually hitting the shingles even as he spun around and his hand shot to the Omnitrix. He felt the dial pop up against his palm at the same time he saw the dark _thing _on the roof peak just over his room. His heart pounded as he cackled and brought his hand up. "Oh, man… Don't buy a lottery ticket today, buddy, because it is _not_ \- !"

Ben choked on the rest of the words as the thing scrambled back and the unearthly green light from the watch face flared. It wasn't that bright, but between that and everything else, it was enough.

"Gwen?" His cousin stared back at him from just a few feet away with wide eyes that caught the green light as Ben let out a nervous laugh and took a step towards her. "I don't remember my dad putting any gargoyles up here, you Dweeb! What are you - ?"

There was another gasp as her face disappeared behind her knees, but she didn't say a _word _and that was what made his stomach roil. She _never _shut up. Not unless something _made _her and -

Ben sucked in a breath at the thought as he looked _everywhere. _He came _this _close to bring the smackdown on the alien watch because he couldn't make out a thing and all of his aliens saw better than he did. Even _Wildmutt _would be better. He'd 'see' more than Ben ever could with a watch that was everything but a flashlight as he scrambled up the roof to her.

Even as dim as the green light was out here, he still put it out as everything Grandpa told him hit him at once. He wished his house wasn't in the way so he could see the street in front of it, but he didn't hear anything moving or see anything strange and if it was one of the bad guys…

If that was why she was here, if this was Hero Time then he _knew _that there would be something on fire by now. That thought should have made him feel better.

If it did, then the way she flinched away when he touched her shoulder was so much worse that he didn't notice. The touch told him that she wasn't wearing her Lucky Girl costume either. That always felt so smooth when he carried her and whatever she was wearing was fuzzy like pajamas or a sweater, but it was ice cold and he could feel her shivering under it. "How long were you out here? Talk to me, Cootie Queen." His heart in his throat as he kept looking around. As he looked up, just in case. "What are we dealing with? Hex? Charmcaster? Vilgax? Whose butt needs kicking?"

It wasn't old Squid Face, Ben knew that much. There would _definitely _be things exploding if it was, but the other two… "I hate magic," he breathed out because the stuff was _tricky _and he _hated_ tricky almost as much as she did when he said stuff like that, which was why he did. He waited for her squawk and the slap that should be heading right for his shoulder.

Only it didn't.

He could handle a shove and a glare, but not… not whatever _this _was. Not her curling up into a tighter ball and especially not the way she whispered, "It's not - It's not - I-I'm sorry..."

The rest of the world stopped existing when she said those words and his head shot back around to her. "What?" He asked as he rocked back on his heels. Then he dropped down to his knees as his mind raced and raced and came up blank so it did what it always did. "For what? Not calling back? I was going to XLR8 and short sheet your bed for it, but - "

Ben reached out and grabbed her knee just because it was closer than her shoulder as he said it. He waited for her to laugh and that was when he felt it. Not the silky smooth stuff that almost felt like her Lucky Girl costume except it was thinner and clung even tighter to her leg, but the smooth fabric over it that stretched between the knees that she had hugged to her chest. Even his brain knew a skirt when he felt it, and the thought made him jerk his hand back and his face burned, but it didn't stop his mind from racing. From realizing that the only skirt he ever saw her wear was - "Why are you still in your uniform?"

The only answer he got was the sight of her shaking her head as she made a sound that almost sounded like a word, that almost sounded like she was saying, "_Please." _

"You _never - "_ Ben said through numb lips and this time he was the one who jumped when she grabbed his hand and squeezed it.

"Ben," Gwen whispered at him as she lifted her head. He could only see that she was looking at him from the way the stars glittered in her eyes. "Please, Ben. Just let me - "

Glittered like she was -

"No," Ben shouted as he shook his head. His Dweeb didn't cry. She _never _cried except this summer when...

His head shot off in the direction of her house even though it was too far away for any of his aliens to see, much less him even after he sprang back up to his feet. "Yourmomanddad? Whathappened? Arethey - ?!" He saw her face again as the green light from the watch burst back to life. It was a spark compared to the light that was coming, but it was enough that he saw the wet tracks under her eyes and that was all he needed to know. His mouth was so dry that it _hurt _as he said, "Hero - !"

"No, Ben!" Gwen shouted as she sprang up and grabbed his hands. "My parents are _fine! _They're asleep! You don't -! Just - "

Ben stared at her as she stammered all of that and felt so relieved that he wanted to hug her and so confused he wanted to shake her so settled for screaming, "Stop being a Dweeb and make _sense!" _

He screamed that at the same time as she stomped on his roof and shouted, "Just let me say goodbye, you _Doofus!" _

"Good - ?" Ben stumbled back as her hands shot to her mouth and they just stared at each other and a cold that didn't have anything to do with the air chilled Ben to the bone. He tried to make his mouth work, tried to make his brain work, tried to make his body work and they _wouldn't. _They just _wouldn't. _

Not until a crack that sounded like lightning and a voice that sounded like thunder filled the air. "Who's out there?!" Mr. Baumann screamed from the house next door and they both spun to it as a flashlight stabbed out into the night. "Little punks! I heard you!"

Ben's body wasn't listening to _him, _but it didn't need him to know when it should grab his dweeb's hand and _run. _She fought him for a second because she was Gwen and of _course _she did before she raced down the roof after him. He caught the overhang over his window and spun around just as the flashlight kissed the spot they'd just been and he all but threw himself through his window. He hit the floor in a roll and sprang back to his feet just as she threw her leg in after him and the rest of her was about to follow.

Then his neighbor shouted, "You better run, you thugs! I'm calling the police!"

And Gwen just froze there. Froze until Ben grabbed her around the waist and pulled her in. She felt boneless as she collapsed into his arms just as a beam of light flashed by his window. "Jerk always says that and he never does," Ben muttered as he gasped for breath and let his head fall against her shoulder and felt hers against his.

He thought that she was just breathing hard, too, as she wrapped her arms around him until she realized that she wasn't. That she was giving him a hug. That she really was -

The girl's gasp filled the room as he shoved her away. His bed caught her knees and she bounced as her butt hit the mattress as he bolted for the light switch by his door. The light was so blinding when he turned it on that his eyes watered, but he didn't _care _how blurry she was when he spun around. "What's _wrong _with you?!"

He was right, his cousin was in her uniform, only he'd never seen it look like _this _before. She was always so careful and so neat even when they were on vacation or heroing because she was a mega-dweeb that he barely knew the girl in front of him. Her hair was a _mess. _Not the windswept mess that it always was when she got the XLR8 express, just a mess as it escaped the clip and hung in front of her face. Her clothes were barely any better. Her skirt and sweater looked like his clothes did when they were still in their piles on the floor. The wrinkles made his lucky shirts fit better, but on her they were just _wrong._

But not as wrong as the tiny brown spots he saw sprinkled across them. He could barely see them against the black of her skirt and tights, but they stood out like spotlights against the blue of her sweater and he _knew_ blood when he saw it. "What _happened?" _

"Ben!" Gwen gasped at him as he dashed towards her and her hands raced his to the blood spots. Hers won. "It's not mine, Ben! I'm - I'm - " Ben had seen buildings collapse before. From fires, from being punched through them, and the Dweeb's face looked just like they did as she hung her head and her hair spilled out in front of her and she whimpered, "Please. Please, just let me say goodbye! Don't - !"

She _whimpered! _

"Stop saying that!" Ben shouted at her because he _had _to. His hands found his hair and pulled at it until it _hurt._ "If you don't start making sense I'm gonna - I'm gonna go Heatblast and use your books for target practice!"

It was a stupid threat, but it still made the dweeb's head shoot back up and her wet eyes burn with a glare. "Don't you dare!"

At any other time, he would have laughed and called her a nerd, but not now. "Then start talking!" But she didn't, she just dropped her head again as she wrapped her arms around her middle and all he could do was stare. So he did. She looked so pale. Pale except for the red in her hair and her eyes and the bags under them as she shook her head.

"Grandpa." The name just slipped out of Ben's too-tight throat. _He _would know what to do, but the man wasn't home. He never was anymore. He'd come home for this, though. He'd come home with the Rust Bucket jets _screaming _for his favorite and for once Ben didn't care that she was. If the Dweeb didn't sniffle and brush her sleeve over her nose he would have been jealous. Now he just nodded to himself and grabbed for the phone he'd jammed in his pocket during everything that happened. "Fine, if you won't tell me then I'm calling _Grandpa! _He'll - "

He didn't know what the man would do, but he was sure that he knew what his Dweeb would and somehow this would be all his fault. He was as sure of that as he was _anything. _

Which made it all the harder when Gwen just closed her eyes and nodded as she whispered, "Okay. Okay, I know you have to. I know… Tell him - Tell him I won't run. Tell him I - "

"Run?!" Ben echoed at those broken nonsense words as he stared at his phone and tried to make them fit, tried to figure out how his Dweeb had gone from texting him **You would love it here, Doofus! Even the outside looks so cool! I'm going to take so many pictures just for you! **to disappearing to _this. _

And it made him do the one thing he _hated. _It made him _think. _

Think that the text and the threats he sent back were the best part of his lunch. Even better than the Sumo Tournament that he won for the third Friday going. The dread was almost as good as he sat there in class waiting for her to try to make him _learn _something, but they never came. He looked at the selfie she'd sent him as she sat on the bus and tried to put that grin with the pale girl in front of her. Pale except for the black rocket that was stamped onto the back of her hand -

"The museum." Ben stared at the rocket. "You never texted me back after you got there."

"I wanted to. Every time you texted me I wanted to but…" Gwen ducked her head and shuddered. "Just let me - "

"Something happened," Ben said, sick and sure as he sank down on the bed next to her.

"No, it didn't! Just let me - !"

"It wasn't anything cool. It wasn't aliens or an exhibit coming to life again," Ben said as he stared at her. It couldn't be. There wasn't any way that could happen to them. Not three museums in a _row. _And even if it did, they didn't hero alone. The place was mega far away, but XLR8 could have made it and she _knew _it. The fact that he was in school would have bothered her for a second, but it wouldn't have stopped her. Not if people were getting hurt. "It wasn't Hero Time."

"Ben_!_ Just - " the Dweeb whispered as she grabbed his arm and the way she looked at him…

Sick and ashamed like she always did when -

"_Marci_." Ben snarled the name as he jerked his arm free and jumped to his feet. He knew it was true even before she gasped his name again before he heard her get to his feet as he stomped back to the window. The Omnitrix seemed as mad as he was because he swore he never saw the dial pop up so fast. His mind raced as fast as the faces did as he spun the thing and when he saw what it stopped on…

Every part of him that had _any_ sense, every part of him that sounded like _her _when he was about to do something _fun_ screamed at him in his head as he looked down at Ghostfreak's icon. The monster had been back in his watch for over a year now, but he never dared use it. Even the Omnitrix skipped him when it was being a pain, but right now? Right now Ben didn't _care. _Right now he just grinned as he brought his hand up. "Perfect."

"Ben! Stop it!" The dweeb snarled at him as she caught his hand and spun him around. Her face had color again at last as she glared at him and dug her fingers into his arm. "Just stop it! You're a _hero! _You can't - !"

"No!" He shouted right back at her as he stomped his foot. "NO! I'm sick of it! I'm sick of her treating you like this! Making you feel like this! She's just a _bully and _I'm gonna do what I should have done _months _ago!" He screamed so loud that he spat and he saw it hit her chest and that was what made him stop so he could suck in a breath.

That and the way his Dweeb's eyes glistened when it did as she squeezed his hand and whispered, "You're a _hero_, Ben!"

"I - I - " It wasn't _fair. _It wasn't _fair _that she could say that to him, that she could look at him like that. He ducked his head, but he still saw her green eyes even as he jammed his hand into his. It wasn't fair that she could make his voice shake as he said, "I'm not going to _hurt _her! I'm just - I just wanna _scare _her. I just wanna make her leave you - "

"I already did, Ben," Gwen whispered, and the broken way she said those four words.

Her whole body _shook _at those four words as her knees gave out and if she wasn't clutching at his arm he never would have caught her. Somehow he got her back on his bed. Somehow it didn't seem real as she collapsed against him, as she put her head on his leg and curled into herself, the black and blue of her uniform looked so out of place on his green covers. None of it seemed real, not even the fact that she didn't cry as she let out little gasping breaths and had her eyes closed so tight that it had to hurt and whispered. "It's my fault. I should have listened to Grandpa and the lady who wrote the journal. They tried to warn me and I should have…"

None of it seemed real, and maybe that was why he remembered the last time it didn't. Maybe that's why he remembered what his dad did. Her hair didn't feel real either. It was too soft to be real as he brushed his fingers over it just like he saw his father do to his mom every time she got really quiet after his Uncle Eric called. "Talk to me, Dweeb."

Gwen shook her head one more time before she took a shuddering breath and finally did.

\- o - o - o - o - o -

"I didn't…" Ben heard her voice catch as she sat down so close that his elbow bumped her side with every word. "I didn't _mean _to… I just wanted the film, I just wanted to make them _stop. _It was bad enough when they went after me. It hurt, but it was just _words _and I could… But after they sent _Flint _and _Sean _after Michelle and the things that they said about her after..." She choked on whatever it was. Choke hard enough that she wouldn't look at him at all. "And the things that they've been saying about… I just wanted to make them _stop _and it felt so good… the magic… seeing _them_… _shutting them up._" There was a fire in her eyes as she said that and an echo in her voice that disappeared as she shook her head. Then it almost looked like _melted _as she leaned over and put her head on his knee, but she didn't look up. She didn't look at him at all, she just closed her eyes tight and curled up in a ball. "It felt so _good_."

Ben's hand was halfway to her shoulder when she said that and he froze at the words as he stared down at her. There were so many times he wanted to get up when she told him about _everything. _He was sure that his left leg was bleeding after the way he dug his hand into it when she told him about those two jackasses. If his dweeb didn't need him, if she hadn't already _hurt _them…

God, he wanted to hurt them _more_. The watch was so heavy on his wrist because there were _rules. _Even bad guys didn't…

There were _rules_.

"What did you do?" Ben asked as he let his hand fall in her hair and hoped she didn't feel the shake in his hand as he said it, because he could _imagine _and his stomach hadn't felt this bad since the day he ate three trays worth of cookies all at once.

There were _rules _and right now he _hated _them.

Gwen shook her head and hugged her knees closer. "The mana… God, it was just _there. _So were the words. I just _ranted _at them and… and I had some crazy idea that I could make Marci forget all about me even though I haven't... God, I barely even _looked _at that page in my magic book, I _swear_, b - but I reached out anyway and…" The dweeb gasped for breath again. "And she… I _made _her… I _scared_ her so bad that she…" She spun away from him then and buried her face into his knee and just shook.

Ben's breath caught as he waited for as long as he could, which might have been a whole second before he asked. "Then what?"

"I _ran. _I destroyed Olivia's camera and I _ran. _They were so scared…" Gwen said in a broken whisper. "That's why… that's why I have to call Grandpa. He has to put me wherever it is that they put _monsters _like me! But I just couldn't go without saying goodbye. And to tell you not to come after me, because I _know _you, Ben! I know that you'd - "

"Put you away?"

"I'm just as bad as Charmcaster and Hex," Gwen whimpered and sounded so miserable. "It's what I _deserve_. I'm not going to fight or run, Ben. I'm - "

"I know you're not," Ben sighed as he let his hand fall into her hair. He tried to ignore the soft sound she made when he did and how she clung to him tighter as he moved his hand.

And flicked her ear hard, right above the stud of her earring where it would hurt the most.

"Ow!" Gwen slapped one hand over her ear and bolted up, her eyes wide and betrayed and _furious _and _hers _again. "What did you do that for?!"

"Because you scared the hell out of me, you _Dweeb!" _Ben shouted right back with a laugh as he shoved her. If she wasn't a girl he would have shoved her off right of his bed, but she was and there were _rules. _"Telling me _goodbye?! _I thought you did something bad!"

That he'd have to...

"I - " she started and then he didn't care about rules or what she was going to say. He just shoved her off the bed and the shriek she let out as she fell was almost as good as the thump she made when she landed. Not that she was down for long. She bounced back up to her feet even quicker than he imagined and he laughed all the harder for it as she stood there shaking and outraged with violet fire around her hands and howled, "I hurt five people, you _jerk!"_

Ben's laugh caught as he bounced up too and met her glare with one of his own. "You stopped two _jackasses _from hurting you and Army girl and you scared three total bit - "

"Ben!"

"What? They are!" Ben shouted back. "They _deserved _it! And Grandpa would tell you the same thing!"

Gwen blinked at that and the line came back between her eyebrows. "I - I used my magic on them and they're just - just _kids_. I _should _be - "

"Then I should be in the cell right next to yours," Ben snorted as he flicked his watch. "After all the times I've used this for J.T. and Cash Specials? You should have been visiting me there for a _year_ now."

"That's _different!" _His dweeb shouted at him as she sliced her hand through the air in front of her. "You were just trying to stop them from - "

"What do you think you were doing?"

He watched her blink at that as their words ran over each other and his _won_. He saw the light _finally _spark in her eyes again. The weight in his chest went away as she sank back down onto the bed. He sat back down next to her and only thought about flicking her ear again a little. He was just about to bring his hand up when she caught it and pulled him close. For just a second he thought she was gonna put him on his butt _again _like she had in so many of their classes, but she didn't. She did something _so _much worse.

She wrapped her arms around him and hugged him. Hugged him so hard as her voice went so small. "I'm really not going bad?" Hugged him just like she did after...

An echo of the urge that said he should shove her away because she was the Cootie Queen ran through his head as she did. One he ignored even as he wrapped an arm around her instead. "Duh. Do you really think that Hex dweebed out like this the first time he threatened someone?" Just the idea of the man curled up on his bed, crying and making his skull makeup run...

The Dweeb must have seen it, too, because let out a little shocked gasp as she tried to shove him away. Like he'd _let _her. It didn't matter that he couldn't see her face then. He still heard and felt it when she let out a snort out a laugh. That was when he finally let her go, just so he could see her grin no matter how hard she tried it behind her hair as she shook her head at him. He just wished that the smile lasted longer before her stupid brain - the one that drove him _nuts _and made him so jealous all at the same time - kicked back in and ruined it. Her knees went back to her chest as she sank down on his bed and he _knew _that whatever was spinning away in her skull wasn't good the second he heard her swallow. "If I - If I ever did, you'd _stop _me, right? You wouldn't let me hurt anyone, would you?"

Ben felt sick at the idea and sicker as he stared down at her. "You better not!" He said as he reached out and smacked the back of her head. "Because you're the brains of this and if you go bad, well…" If she did, her reason would be so good that he knew he'd…

He shook the thought away. The way she kicked at his shin helped, too. "Ben!"

"So mean!" Ben gasped as he let go of her so he could clutch his aching leg to his chest and rub away the bruise. "Forget it! You are evil!"

"You _Doofus!_" Gwen shouted as she tackled him. His surprised squawk filled the room, but not as loud as his laughs did when her fingers found his sides. He tried to kick away, tried to push her off but she was too fast. Somehow she ended up sitting on his stomach after he banged his head on the headboard, somehow she didn't _care _about the hands he had in her face as he tried to shove him off of him. Not as much as he cared about the fingers she was digging into his armpits and wiggling. "Say it! Say it, you _numbskull!" _

"Ne - " Ben started before he choked on the giggles she forced out of him even as he tried to kick away and that just made her do tickle him harder. Hard enough that he forgot about trying to push her off and just curled up and kicked. Not that it did any good when she was so close. Close enough that she actually _loomed _over him on the bed as she moved like lightning and sat on his stomach so he couldn't even wiggle away.

"Say it!"

"Evil! You wicked, wicked - " Ben gasped out and her eyes flared and her fingers twitched and shoved away everything he was thinking, everything a hero _didn't, _like revenge because it wasn't worth it. Not right now. Neither was anything else but getting away from her fingers, so he shoved it all away as he howled, "Uncle! Uncle! You win!"

"Darn right," The Dweeb smirked as she slipped off of him and collapsed onto the bed next to him. Her left hand went under his pillow, but she didn't move her right. She just left it on his chest, right over his heart, in a threat so clear that she _deserved _the world of hurt he was planning even as he tried to catch his breath.

And froze as her fingers twitched in warning.

"Witch," he sighed and slumped back. He'd get her later. He'd get her good, too, but for right now? He didn't even have it in him to slap her hand away as her twitching turned into her drawing circles into his pajama shirt. It still tickled a little, but it felt more weird than anything like _everything _did around her. Not that he was going to tell _her _that. "Wicked Witch."

Her hand went still at that. She bit her lip and ducked her eyes, but there wasn't anything uncertain in them when she looked up again and whispered, "You'd stop me, right?"

His heart thumped so hard at the thought that he was _sure _she felt it, too. She must have. He saw her nostrils flare before he closed his eyes because he felt _sick _even as he nodded. He didn't know _how _he could treat her like he did their bad guys, but he knew her and he knew she'd _never _forgive herself if she…

It's what heroes did and he _hated _the watch on his wrist even as she let out a sigh. He opened his eyes and saw that she'd closed hers as she sagged into his bed. "What about you? What about if I was the one who went Kevin?"

"I'd smack you so _hard," _Gwen growled at him without even thinking about it for a second. Then she whomped his chest as she did just to prove her point and he laughed because he knew she would. He turned his head and a part of him wanted his arm back and a part of him just looked at her as she laid there on her side and the rest wondered at what spell she was drawing. What she was _always _drawing now when she could. He thought it was a spell anyway. It always made his skin tingle at her touch even through his shirt like it was some kind of magic, but her hand didn't glow and her mouth didn't move with any of the words he knew she needed so it couldn't be. He didn't know what it was, just that it made her smile and him feel so funny when she did it.

And that she wouldn't hurt him any more than he'd hurt her. Or let anyone _else _hurt her either. "How bad are you grounded anyway? Do I need to get a saw and some cake mix?"

Gwen's hand froze, her smile died, and the clouds came back over her eyes at those words before she closed them. "Daddy… Flint's dad was there when we got back and he started screaming about lawsuits as soon as I got off the bus and Daddy just told him to bring it."

"Go, Uncle Frank," Ben let the words slip out and they should have made his dweeb grin, but they didn't and he felt his stomach fall because he knew why. "And your mom?"

The Dweeb sucked in a breath as she buried her face in his arm and clutched at his shirt. "She told me she was _proud _of me. That she was _sorry _that she ever tried to talk me out of taking Karate. That she was going to make a cake for Sensei as a thank you for teaching her Silly Bean how to defend herself."

Ben heard it all and tried to put those words together with his Aunt. Six months ago he never would have imagined it. Six months ago the woman was the nightmare that made him hide his report cards for as long as he could remember, but a lot changed since then. Her mom was still a terror and he swore that he still had a scar on his knuckle from the one and only time he ever played Monopoly at the Dweeb's house and his aunt caught him slipping money from the bank but besides that…

"So why do you look like someone just stepped on your laptop? Besides the whole Silly Bean thing. Which is not going to die anytime soon, Ms. Feet of Fury."

Either of those nicknames should have gotten a glare. Both should have gotten him shoved out of his own bed. Gwen curled in on herself instead as she clenched her eyes tight. "They said they were _proud _of me! Flint and Sean had to go to the hospital and Marci _hid _for the whole bus ride home and they were _happy _that I - That I..."

"Hanging out with me really is making you dumber." Her eyes flew open at that and he knew he shouldn't, but he loved how confused he made her look especially over something so obvious. "What? Did you think that they'd be thrilled if you let those jerks - ?" Don't think about the Watch. Don't think about what almost happened and don't think about the Watch. Those words ran through his head and they were as bitter as the taste that he swallowed down even as he made himself smirk. "I mean, I'm sure that Aunt Natalie is going to be my end boss one day, but she's your _mom. _And your dad's a Tennyson, too! He doesn't talk as much as Grandpa or mine, but…" But his dad told him stories, so he'd heard all about how Uncle Frank kicked bully butt when he was little, too. "Who did you think you got it from? 'Course they're proud of you. Duh. So am I."

"You don't understand." That was all the girl said, but she must have really thought he was blind if she didn't think he saw her sag against him with relief.

God, he _hated _it when she got like this, but he knew the cure. He sat up and tugged at her arm as he did. "Okay, your brain is stuck on Defcon Dweeb and there's a whole city full of bad guys out there who need their butts handed to them! Come on!"

Usually, those words got an eye roll because she'd never just _admit _that she loved heroing just as much as he did, but not tonight. Tonight she just winced and shook her head and he could have slapped himself. Maybe he would have if his brain didn't decide to take a look around. "Sumo! We could Sumo until my parents get back! They'll never notice!"

Gwen opened her mouth for the no he knew was coming, then she closed it again and nodded just once as she pushed herself up. It wasn't much, but he was taking it. "Gonna kick your butt, Dweeb!" He taunted and almost cheered when he got just what he wanted. Her grin was shaky, but it was there.

Ben scrambled for the controllers before she could change her mind as she sat back up on his bed, and his hand was just brushing the cool plastic when she added, "But leave the stereo off, Doofus. I want to be able to _think _when I do it and I _so _can't if you're blasting that thing like you were before!"

Ben shot a look at her from over his shoulder. "What stereo?"

Gwen rolled her eyes at that. Eyes that were still too wet and tired, but the little wrinkle in her brow was _all _her. "Please, Ben, I heard the CD you were playing from the street tonight! I can't believe that your neighbors haven't complained! Mine would have."

"Mr. Baumann's on the wrong side of the house or he would have," Ben muttered at the old man who was always a hassle before he turned his glare at her as he pointed at his guitar. "But that wasn't the stereo! I was rocking out!"

If she just rolled her eyes, it would have been one thing. If she sighed or clucked or told him to just give her a controller that would have been that, but she didn't. She _smiled _at him and said, "Sure you were."

That was that. The controllers, sumo and kicking her butt until she forgot all about today, none of that mattered. Ben shoved himself across the bed and grabbed up his guitar and plugged it all back in. Her eyes went wide as he glared at her and ran his fingers over the strings. "I don't know any of your grandma music, but just _name _the song, Dweeb!"

The words were so stupid, he only knew a few dozen songs and he could tell just from how she lit up that she knew it and that she was going to call him out on it, especially when she spun around and tucked her feet up under her as she leaned back on her palms so she could bask in his humiliation. "Prove it, Ben! Play me _anything!" _The words, the way her eyes flashed, her smirk, all of it was a challenge. "And don't even _think _about using the watch so you can cheat again! We're not saving the world and it so doesn't count!"

"That wasn't the _watch!" _Ben shouted back, and this time he knew just why his face was red even as he started the song. The rush lasted until he saw her watching and nerves made his fingers slip because heroing was one thing, but this? The only people he ever really played for were his parents and they didn't count. Not even _Grandpa _knew, not really, and he _never _thought he'd show the dweeb. Not in a million years.

But he saw her smirk and heard her say, "It's okay, Ben. I believe - "

The pity was just as much a challenge as what she said before, and the first few chords of Detroit Rock City more than met it.

It was the first song he heard at his first real concert, and he knew he wanted a guitar all his own before it was even half done. He remembered it all, the feel of the face paint, the thrill of seeing Superheroes on stage, even the way his mom danced next to them as everyone around them _roared._

Ben was eight the first time he heard this song and he rocked it now.

He didn't know what was better, the way the beat pulsed out as his fingers _flew _or the look on the Dweeb's face as the music hit her. Her eyes went wide at the first note and she was grinning at him by the chorus and he thought he had her as he hit the bridge.

Then she stood up.

Ben's fingers slipped over the strings as she all but ran for the door. The noise made them both flinch as he tried to think of something that he could say that would take the sting out of her walking out or laughing. He was ready for that. It would hurt, but he was ready. Playing the guitar was _stupid _anyway and -

"Don't stop!" The Dorkasaurus Rex demanded as she spun around and gave him another wide-eyed look. Then her face got even brighter as she waved her hand at him. "In fact… Start again! Start at the beginning!"

Ben felt his brow crease because there was a joke here and he was the butt of it. "Why?"

The Cootie Queen didn't answer, she just shook her head. "Please?"

She'd never asked him to do anything like that before. Usually, she just dweeb out and started yelling. That was always fun because he got to yell back, but now? Even if it was a joke, at least he got that out of her. "Fine." He twinged at the strings as she shook her shoulders and bounced on her feet like she was having some kind of fit and he couldn't stop staring even as his fingers danced over the strings and the fast beat filled the room.

Detroit Rock City was _his _song. It was the one he started with, the one he played when everything was too much and when he just needed it out of his system and even heroing didn't help, and the one he heard as he was falling asleep. It had been since he was eight and he spent _months _learning everything he needed so he could play it too, and it was his when he started playing it again tonight.

His Dweeb stole it the second she started dancing.

The beat started in her foot before it went up into her hips and shoulders and then the rest of her joined in. He watched her sway and swish back and forth, watched her spin and kick and every move melted into the next just like the chords did. Some of it looked like karate and some of it looked like the dance she taught him, but most of it he didn't know and it didn't look _anything _like the stuff he saw at concerts.

No one there looked as good as she did as she danced all around his bed.

It almost looked like it did when she went hero. The thought made Ben's heart race and his hands sweat as he watched her kick her foot up high at the power chord as her hands cut through the air. Hands that glowed pink after a minute and trailed sparks in the air behind them even as she kicked her heels up and the polish on her shoes caught the light. Heels that kicked up so high that they brushed her butt and his eyes caught on her skirt as it swayed and shook with her every move.

He watched her fight in flashes like the flipbook cartoons he used to make in the corners of his notebook because Hero Time didn't let him do anything else. Not when he couldn't take his eyes off of the bad guys for more than a second. Now, there was only the Dweeb and he couldn't take his eyes off of her.

The wicked _witch. _

Somehow he kept playing, somehow his fingers never missed a beat as she moved, even as the room got so hot he just wanted to pull at the neck of his shirt and he felt sweat trickle down his back. He was staring as his fingers found the climax of the song and that was when she threw herself into a spin. She spun so fast that the hem of her skirt climbed up her thighs and when the song stopped so did she, but the fabric didn't. it wrapped tight around her even as she threw her hands up high like she was waiting for applause. Applause she almost _got _if he could do anything but stare at her as she stood there in front of the lamp on his dresser, breathing hard with her eyes closed and he just felt like he was on fire.

He had the whole time she danced, but now he felt his heart hammer as he finally realized that her top had slipped out of her skirt as she danced, and when she threw her hands up it and her sweater followed them and -

And Ben saw the little line of skin of her stomach that peeked out when they did. Skin that was just a little paler than the rest of her, but he couldn't tear his eyes away from as it moved with her every breath and his just _stopped. _He couldn't _swallow. _He couldn't _move. _He couldn't even _blink. _Not until it vanished when his _dweeb_ of a cousin dropped her hands into her hair. Her _stupid _wild red hair that clung to her fingers as she ran them through it.

Not that she noticed. Her magic, the reflection on her shoes, even her hair, none of it shone as bright as her smile. Only her eyes came close when she opened them again, and he only saw them for a second before she grabbed her skirt and curtsied. The absolute _dumbest _part of Ben almost let his guitar slip out of his numb hands so he could clap. The rest of him smirked a challenge of his own as he rose up on his knees and filled the room with a new beat.

It was time to see how good she really was because the music _never _felt like this. It never even came _close. _Especially not when her head shot up and she let out a delighted laugh even as she started bouncing along with the corner of her skirt still in her hand.

That was when he knew that she'd dance for as long as he played just to prove she could, and right now Ben felt like he could go all night.

\- o - o - o - o - o -

All night was just two more songs, and the guitar gave out before either of them did. "Aww, man," Ben groaned as he waved his hand and glared at the broken string that got him. He groaned all the harder when his dweeb stopped in mid-twirl and frowned at him before she made her way over.

"Can you fix it?" Gwen asked, breathless and her face flushed and glistening as the magic in her hands died out. For a second Ben forgot all about the string as he watched one of the beads of sweat on her forehead slip free and run all the way down her face until it dripped onto her sweater. The one she pulled away from the white dress shirt she wore under it. She must have seen his eyes get bigger because her hand froze and she made a noise as she rolled her eyes. "What? This uniform is _not _made for dancing! Next song this is so gone."

"Next...?" Ben choked out around the idea even as it made him squirm and his heart race all at the same time. He _knew _she'd been drawing a spell on him to make him a Doofus when she reached out and ran her hand over his arm because he didn't push her away. He _couldn't. _It was all he could do just to force out, "You gonna spazz out again?"

She should have insulted him back after that. Something _good. _Something that would let him stop squirming as they fought like they always did. Something that would let him look her in the eyes again and stop him from looking down at the rest of her. It might have worked, if his voice didn't make the noise it did in the middle _again_. After that, he couldn't decide if he wanted to hit her with the guitar or hide behind it as her eyes lit up and she cupped a hand around her ear. "What was that, Ben? I couldn't hear you over the squirrel that snuck in here!"

"Shut up!" Ben hissed as he squeezed his throat and that must have been all it needed because his voice didn't do whatever that was again. It better not ever do it again either as he glared at the guitar in his lap because he couldn't look at her any more. Somehow he made his voice sound steady even though he didn't feel anything like it as he said, "And that was my last string. I didn't think I'd rock so hard tonight."

"Rock so hard…" The shove he got was so worth it just because it was normal. Normal enough that he let himself collapse back onto his bed instead of shoving her back. He should have shoved her. Maybe if he had, she wouldn't have collapsed onto the bed next to him, wouldn't have curled up on her side with her knees just brushing his or put her gross and sweaty face on his pillow or stared at him with dark eyes even as she sniffed, "I do _not s_pazz out!"

It was such a good thing that his mouth didn't need the rest of him. "You can't call that dancing."

That should have done it. That should have made the girl rant, but she ducked her head and grin. "God, no. That was just me moving around. Your bedroom isn't big enough for _real _dancing, Doofus."

"Real?" Somehow Ben didn't squeak the word out because he _couldn't _even imagine. "Like when we…?"

"No!" The Dweeb said too fast as she ducked her head. "Well, yeah, but…" She shook her head and her hand went to her hip when she finally looked at him again. "I wish… You should have gotten off your butt when I was still taking dance and come to one of my recitals instead of being a _jerk. _You would have seen me do it _right."_

Ben's eyes flickered away because her mom always sent invitations and his mom always went. The two women didn't sit anywhere close to each other, but she always went. Even his dad did when he could, but him? He didn't know how many fits he threw any time they were brought up, but he _knew _he'd said things like 'snoozefest' and worse each and every time. He never regretted it, not once and even less when his mom came home grinning and cooing over her favorite.

He did now. That was why he stuck his chin out at her. "Well, if you can't do it anymore…"

That one got a punch as his Dweeb pushed herself up on one arm and glared down at him."I so can!"

His shoulder _stung _and it just made his smirk bigger as he laid back and slipped his arms behind his head and closed his eyes because he couldn't _look _at her anymore without giving it all away. "Sure_..._"

Even with his eyes closed, he knew she dropped her jaw at that, and he heard her teeth click as she grabbed his elbow. "I'll show you! Your living room is plenty big enough if we push the coffee table and the chairs back! Come on! I'm going to make you eat those words _and_ your guitar!"

Ben's eyes flew open as she crashed to a stop and they both stared at the guitar in his lap as he sighed. "So many strings next time."

"Good!" The girl said with a sharp nod and a glare before she sighed and collapsed back onto her spot on the bed. She just got comfortable on her side when she reached out and brushed her fingers over the neck of his guitar. "I can't believe you can actually… I thought it was just the Watch." She sounded awed and guilty all at the same time as she pushed the strands of hair that escaped her clip out of her face as she stared at him.

"It's more fun when I'm rocking out to stop a crazy weather robot," Ben sighed and she laughed just like he hoped.

"Doofus, " Gwen murmured as she closed her eyes and he froze again because she didn't say anything else for what felt like _forever. _She just laid there with a little smile on her face for so long he was _sure _she'd fallen asleep. Then she shook her head again and peeked at him through her eyelashes even as her smile got bigger. "I'll never figure out how you do it."

"Kick bad guy butt or rock out? Because both are - "

"Not _that!" _Gwen said with a laugh as she shook her head, and her eyes sparkled when they met his before she ducked her head and murmured, "How does a _Doofus_ like you always make me feel better?"

"I'm just _awesome." _Ben grinned at the words as he leaned in close and poked the school logo sewn into her sweater. "You'd think a Dweeb like you would have figured that out by now." Her eyes went wide at the touch and that was when it hit him how close she was. Close enough that he watched her eyes get darker, her nose flare and her mouth as a smile pulled at the corners of her…

Her lips...

Her…

Her lips twisted down even as the rest of her head twisted away. "What's that?"

Ben blinked hard and swallowed harder. Some part of him wondered why his mouth was so dry. The rest of him just tried to listen for _anything _over the pounding in his ears. "What's what?"

"You didn't hear that?" Gwen asked as she pushed herself up and some stupid part of him wanted to grab her so she couldn't leave even as she jumped to her feet.

The rest of him just followed after her. "Hear wh - ?"

"Ben?" A woman's voice called out just as his foot found the carpet. One that he knew just a well as he did the Nerd Queen's, whose eyes were almost as wide as his felt when she spun around and stared at him. Neither of them said a word, but they didn't need them. Not anymore and not for this. He ran for the door as she sprinted for the window. Somehow he didn't slam the thing even after he heard the bottom step creak.

"Nice try, Ben. I saw the light before you closed the door. I know you're awake," his mom's voice called out from the stairs as she got closer and closer and his Dweeb grabbed the windowsill.

"No, I'm not!" Ben called out just to buy time as he watched his cousin throw a leg out the window because he couldn't think of anything else. He didn't know what was worse, the look the dweeb stopped to give him or the way his mom snorted on the other side of the door. "I mean, the garage door was so noisy that I - Just go!" The last words were a low hiss as the Dweeb slapped a hand over her mouth.

Maybe his mom didn't hear Gwen's giggle, but Ben sure did, and he wished he had something he could throw at her as she ducked her head and slipped outside. The last thing he saw was her shaking her head before she slipped to the right and out of sight just as his mom knocked.

"Okay, Ben. That was bad even for you. Just - "

Ben spun around and yanked the door open before she could finish. "Mom! You're home!"

The look he got might have had a home on Aunt Natalie's face if the corners of his mom's lips didn't twitch as he watched. She saw him see it, too, and her face flushed like it always did, but she didn't move and she didn't uncross her arms as she looked over his head. "Well, nothing's on fire and I don't see any raccoons..."

"See!" Ben grinned up at her with his best puppy dog look. "I _told _you I could stay home alone!"

His mom's lips stopped twitching at that. "You told me you'd go to bed at ten, too, Ben. You _promised." _

Ben's hand went to the back of his head as his eyes dropped. "Yeah, but it's _Friday _and I wanted to hear all about - " he started as his eyes went to her t-shirt because he didn't have a _clue _what bunch of posers his mom and dad were so excited to see, and the more they talked about it the less attention he paid especially since the talk always ended with them being gross and _kissing. _Her arms blocked most of her shirt, but all he needed was a _clue. _He hoped for a name, instead, all he got was a mystery. "Why's your shirt on inside out?"

"What?" His mom gasped as she looked down. Then she gasped again and her flush turned into a full blush as she stammered, "That's not - It's just how you wear your shirts to Bon Jovi, Ben! It doesn't matter! We're talking about _you _and how you - "

Those were just words and Ben never cared about them. Not when he _knew _his mom was lying. It wasn't just her shirt. Her denim skirt was messed up, too. Wrinkled like it wasn't when she left. Wrinkled like someone…

Ben sucked in a breath. "Not you, too! What happened, Mom? Are you - ?!"

His mom jumped back into the middle of the hall as he surged forward. "Too? What are you talking about? I'm okay! This isn't going to work, Ben! We're discussing- !" she stammered and shook her head hard.

That was when Ben saw the bright red mark just under her ear. "What happened to your neck?!"

"Nothing!" His mom said as her face burned bright red and she slapped her hand over it. "Just go to bed! Everything's fine! You aren't - "

Ben shook the words off as he took another step toward her and his hand went to his watch. He felt his voice catch again as he growled. "Who _hurt - " _

That was when a hand clamped on his shoulder, and Ben's heart raced even his hands shot up he could flip whoever it was before his dad laughed. "It's my fault, Ben. Your mom got some cherry soda and I bumped her arm. I thought I got it all up before it stained, but…"

"Cherry Soda." The words weren't a question as Ben looked at his father.

"The stuff is a nightmare. It'll stain for _days._ It's why we never let you have any." His dad smirked and Ben knew it was true just from the way his mom glared. A glare that was lost in a blush as his dad grinned at mom and added. "She'll either have to wear her turtlenecks or let everyone see until it fades now."

"Carl!"

Ben shook his head because it didn't make any _sense_, not when he'd seen enough bruises that he was _sure _that was what it was, but his dad's grin got wider and his mom's face burned hotter as they stared at each other, so it _had _to be true. They didn't lie to him. The _books _wouldn't let them and why _would _they about something like that anyway? "The Dweeb would _kill _me if I did that to her. You're lucky you got mom instead, Dad." Ben snorted. It wasn't even a _joke. _That was why he didn't understand why his dad blanched at it or why his mom shoved a hand over her mouth and giggled, but his parents were _weird _and he stopped trying to figure them out years ago.

"It's- it's not something you should ever do to your cousin, Ben," his dad stammered as he shot a glare at his mom because it sounded like she was choking on something.

Ben couldn't figure them out, but that didn't mean he could just _ignore _them either. Even if he did try sometimes, but not now. Not when his mom's eyes were watering so hard it looked like she was about to cry when he looked at her again. "Are you sure you're - "

"She's fine," his dad said as he ruffled Ben's hair and gave him a shove back to his room. "Don't worry, Buddy. You know I'll take good care of her. You did great tonight, but it's time for bed. Okay?"

_Nothing _about this felt right, but Ben went back to his room anyway. He closed the door and hit the switch that turned off the lights, but he didn't go to bed. He just stood there and _listened _as his mom said something. Something that made her giggle and his dad sputter out, "- his _cousin_?"

His mom's voice was fainter through the door, but Ben still listened and he almost wished he didn't when she cooed, " - _adorable." _He almost gagged when he heard it, and jumped when he heard someone getting slapped, a sound he was so familiar with. " - fault. I _told _you he'd see, but nooo - "

His dad was a little fainter as the floor creaked, but the door didn't explain why his voice sounded so deep and so _weird_. " - to do something to show them that the prettiest girl there was mine."

"Yours?" His mom asked, and then there was a hard thump and she gasped and Ben's hand shot to the doorknob. He yanked the door open and grabbed for the Watch when he saw his dad pressing up against his mom and pinning her to the wall by their bedroom door as she gasped, "Carl!"

"All mine," was the only thing his dad said, and he said it in a voice so low it was almost a growl before he leaned in and pressed his mouth against the side of his mom's neck right where the other mark was.

"Ca - Ca - " his mom gasped like it _hurt _as her hands flew up to the back of his head, but it didn't look at all like she was trying to pull him away. She didn't try to slap his hand away either, not even as it caught her skirt and…

And he was pulling up her _skirt! _There were _rules!_

Rules became just as confusing as the rules in his math class when his mom gasped, "Carl!" as she wrapped her leg around his dad's and his hand shot up and pulled up her skirt with it.

Ben saw a flash of white over her hip that sent him scrambling back into his room and almost ended with him on his butt. Somehow he didn't claw his eyes out, but he never wished he was Wildmutt so bad in all of his life. "Why would they - ?" Ben gasped out and he felt _sick. _

"Is Aunt Sandra okay?"

His voice was almost a shriek as he jumped at the Dweeb's whisper. Jumped and spun as he threw his back against the door because he _knew _her and he knew that she'd _look _and - Oh God… The _white. _He saw his mom's… He couldn't let his Dweeb go through _that! _"She's fine! She's - !"

"All _mine!" _He heard the faint sound of his father's growl and his mother's moan through his door just before it shook like it always did when they closed theirs. That should have made him feel better, should have…

His eyes flickered to the Dweeb in front of him; to her messed up hair and clothes and his eyes flickered to her neck as she put a hand on her hip and that just made things _worse._ "Okay. Be _weird." _

"They're…" Ben tried to say through the lump in his throat and the heat in his face that should have made the whole room glow as his eyes dropped from her neck to her skirt and there were _rules._ He _knew _that there were. He just didn't know what they _were._ None of them but the most important. "You gotta - They're gonna - They're _kissing!_" None of that was a sentence. He _hated _all the stupid graphs that they had to do in English class and he _still_ knew that. It was nice to know _something _when everything else was just a muddle. Why couldn't he just _punch _something today?

Why was everyone wearing _skirts_?!

"Right now?!" Gwen echoed right before she gasped in horror and covered her mouth with both hands. "Ewww! And you _saw?! __**EWWW**_!"

"I _know! _They're _always - !" _Ben snapped at her as he grabbed her hand and dragged her to the window. "So come on! Hero time! Lots and lots of - !"

"Nope!" Even in the dark he saw her teeth flash as she jammed her finger against his chest. "I don't wanna and you _promised." _

Ben gaped at her. "You…! You…!"

"You shouldn't have pushed me off of the bed," Gwen sniffed with her nose high in the air as she pulled herself out of the window. He wanted to scream at her, to tell her that she so wasn't the boss of him. If his parents weren't right there he would have just for the fight, but they were so he bit down on the words and the inside of his cheek together. The worst part was she _knew _she won. He could almost see her smirking there as she pulled her foot up after her even in the dark and he was sure that was it. That she'd go now because she'd _won. _Then she ducked back down and leaned on the windowsill. It was too dark to see her face, but it didn't matter, he heard the warning in her voice. "And don't do it, Ben. Just leave them alone."

Ben froze as the words. "I wasn't going - " He tried for the same confused innocent look that usually worked on his parents and sometimes worked on his Grandpa, but it never worked on her. He never got away with _anything _around her and he _hated it. _

"Please. I _know _you," Gwen said, her voice so soft as she stared at him until he squirmed again. He saw her hand flash with mana as she reached back in. It wasn't much light. Just enough that she could find his hand and squeeze it and so that they could see each other, so he could see her eyes as she looked at them. "Grandpa was right. They're not worth it."

Ben sucked in a breath at the words and spat it back out. It and _everything _he'd been holding in since she told him. "They _deserve _it!" They _hurt _his Dweeb! They made her _cry!_ He didn't say the words, but they still made him shudder and the world go red.

"I don't care about _them_," his Dweeb said as she took his hand in both of hers and _squeezed_. "Be a hero, Ben. For me. _Please_."

"That's not _fair!" _All the things he could do, and he couldn't…. Couldn't help her, couldn't watch her back or stand the feel of her eyes on him. "Or what? You'll spend all night checking on me?"

The Dweeb brushed her hand over the little pocket on the front of her sweater. The one that was just there so she could tuck her hands into it when she got cold and he _knew _held her cellphone now. He wished she'd said yes. It would have been easier if she said yes. That would have been so much better than what she did, which was shake her head and smile at him. A smile he only knew was there because he heard it in her voice as she said, "No. I trust you, Ben."

"Stop calling me Ben, you evil - !" Ben muttered because she only did it when she was fighting _dirty._ And she did, she didn't say another _word_. She just kept _looking _at him. "Fine! Fine! But you're _so _paying for this tomorrow night, you wicked witch!"

The words were a threat and a challenge all at once, and his Dweeb always met those face on. Except for now. Now she just made a noise that almost sounded… Disappointed? "I - Not tomorrow. I have to… Michelle…"

"Oh," Ben grumped as his shoulders slumped. Then the worry and the guilt come back because he never _asked. _"Is she -?"

Gwen shook her head as her voice cracked. "She's okay. She just invited me over for a sleepover tomorrow night and - and we have to..."

His heart thumped in his ears the watch felt so heavy on his wrist because this was the most miserable that the Dweeb ever sounded when she talked about Army Girl and as much as she _owed _him a night of heroing after tonight, he hated the way she sounded more. "You're not Dweebing out again, are you?"

"No!" Her hand went back to her hip at that and he felt her glare and he smirked back even though she couldn't see it. "It's just girl stuff. Don't worry about it. I can't talk, but you can text me. I'll answer. I promise."

"Yeah, good. You _better_," Ben grumbled.

A grumble that _died _when she darted forward and caught him in her arms. He almost shoved her away before he realized it was a hug. An urge that ended with her whispering, "Thank you, Ben. You're my hero." Even if the touch didn't make him freeze and his heart race, the way she whispered that would have.

And then she stopped playing fair at _all _and pressed her lips against his cheek in a kiss that didn't feel teasing at all and just left his mind blank.

He was still frozen even when she let go and called up one of those weird platforms, the pink light making her face look as red as her hair. He kept staring even as she waved and flew away. He didn't move again until she was just one more star, and too far away to see it when he finally made his hand move so he could wave back.

The Omnitrix was heavy around his wrist as he let his hand drop and stared out into the night for he didn't know how long. It would be so easy. Going for a run or a fly. Slipping through the wood or the sky or down the street. He could do it until his head was clear. He could be someone _else. _Except…

If he did, he'd just end up at her school, looking through the records and finding addresses. It didn't matter _what _alien he picked. "They _deserve _it_," _Ben muttered because they did, but _she _would know. The second she looked at him she would, and then…

It would be so easy. It was what _heroes _did and that was all he ever wanted to be. A hero. _Her _hero, and if he left right now…

He wouldn't be anymore. "Not fair."

The Omnitrix was so heavy on his wrist as he closed the window and her kiss still tingled on his cheek as a thousand thoughts rattled in his brain, all of them as shattered and jagged as his mom's plates were after the last earthquake. Thoughts that he couldn't stop or drown out even after he found his headphones still in his CD player and turned the volume up until it _hurt_.

Hurt like his _Dweeb _did. Hurt until he hurt, too, and he didn't know _why. _He _hated _seeing people get hurt, but it never felt like this.

He didn't know why it did now any more than he did why it was the memory of her sigh that made him turn the music down either - down until they didn't do much more than block out the thumping noise coming from across the hall, but didn't touch the pounding he heard in his ears. It didn't make any sense, but it was. At least he still had the beat. The beat his thoughts raced along with, especially when Detroit Rock City started to play and he couldn't stop glancing down at his dresser or the empty space in the bed next to him. Everything felt too big and too empty just like it always did when she went home and that was just one more thought rattling around in an earthquake that wouldn't _stop_.

An earthquake that was all _her; h_er grinning and crying and being evil and sweet and teasing and annoying and smart and boring. Her in a gi and her costume and her uniform and being _normal_. Her fighting and dancing and shoving him and nerding out and…

And her with her head on his leg, tearing herself apart because some jerks wouldn't leave her _alone _and he just wanted to _protect_ her, to be her hero and have her back like she always had his even though...

Even though Gwen didn't need him to and he knew it. Not when she was the bravest person he knew. Brave when her hands and eyes were burning with magic, brave even before she had her spells, when she didn't have anything but her ninja training and her brain, when she was so scared and _still _helped him kick bad guy butt anyway. And she was brave even when she was crying. She was as brave as she was smart and she was the smartest…

So smart. Smart enough that he _knew _his homework didn't compare, but she still helped him with it, made it make s_ense_ and even when she got annoyed she never...

All _her. _All his Dweeb as she…

And he…

He loved all of it. He lo -

Ben's eyes shot wide open in the dark as his thoughts spun as fast as she did when she danced at the foot of his bed, her hair and skirt trailing after her and she was...

She was…

The thin line of skin at her waist…

"No. Nonono! She's the Dweeb! She's - !" She was his cousin! Cousins weren't…

Weren't…

Her face _glowed _when she danced, and it wasn't because of her magic. She was his sidekick and a pain in his butt and she always had been! He just…

She just…

He…

She…

She kissed his cheek and he _still_ felt it tingle under his hand. He still felt _all_ of the kisses she gave him just to make him blush or win a fight. He could…

Her lips. He l -

He _liked - _liked being around her. Not just when they were heroing or hanging out with Grandpa or getting smoothies, but just being _around _her. Even when she was just being a _dweeb. _Even when she was driving him _crazy. _Even when she was…

"Aw, _man!" _He groaned as he shoved his hands over his eyes and fell back on his bed. They were _friends. _"When did _that _happen?!" When did he start thinking that she was _cool _and _fun?! _When did he start feeling _bad _when she did? "She's turning me into a _dweeb, _too!"

Those were the worst words he ever imagined he'd say. Worse than _here's my report card. _They were almost as bad as some of the things he felt sick imagining he'd say. The words that pounded in his head when Grandpa was in traction or when Ghostfreak…

Just the _thought _made him feel sick. The earthquake in his head died at that thought as he clutched at the watch that wouldn't help. Not now. Not now that he found the heart of it. That he… that she….

That she'd become the best friend he ever had and he didn't know _how. _

Ben grabbed the pillow - the one _she _put her head on and got her stink all over - and screamed into it. "Wicked, wicked _witch!" _He groaned when he was done as he collapsed back onto his bed with his heart pounding and his face burning because this was her best prank _ever. _One he'd never…

_None _of his aliens could beat this one. None of his and none of the 10,000 he was going to get one day could either. He knew that even as his hand found the watch and remembered the woman he met, the one who still watched his back even though he was a _jerk _and he knew she would never change. The Cootie Queen would never go away or leave him alone. She'd always…

He never told her how much that helped. How much he counted on that. It was better than the watch and the music put together. It was almost as good as when she smiled at him, her white teeth flashing from between her lips. Lips he couldn't stop _thinking _about.

"_Evil_."

She was, and it didn't change a _thing. She _was still a dweeb and his _cousin _and…

And his best friend and he...

And he…

Ben didn't finish the thought. He _couldn't, _but it didn't matter. It didn't help. Nothing would. He never fell asleep after that either. The universe was too _loud._


	22. Masquerade

**Chapter 22: Masquerade**

_Hallam House_

_Bellwood, California_

_October 23rd, 1999_

_4:48 pm_

"_You're beautiful."_

Every thought, every worry that made Gwen feel sick all day, even the feel of the too heavy gym bag that she was clutching in her hand and carried all the way from home, they all vanished at the hushed sound of those two words and the sight of the too-wide eyes of the boy that was staring at her from the other side of the front door.

Her lips came back to life first and they twitched up as she watched him stand there half hiding behind the door he was still clutching. She couldn't help it. Not when he looked so _cute _standing there in his little red polo shirt and black dress pants that went with his olive skin and chocolate brown eyes perfectly. Then the twitching turned into a grin that she barely hid behind her hand in time as she tried to find the words…

Words she didn't even get _close _to before the boy's mother found them for her. "Elias!" Mrs. Hallam shouted as she came dashing out behind the boy. Her face was already twisted with annoyance as she wiped her hands on the apron she was wearing over her white dress_. _"_I said I'd get it! What did I tell you about opening the - ?_" The woman started and it didn't matter that she had an accent. Mom talk sounded the same in _any _language. Only usually her mom didn't sound as on edge when she came running to the door, or looked as relieved when she saw Gwen standing there, but at least Gwen understood _why _the woman closed her mouth when she did. Her mom would _never _fight in front of company either and -

And that thought lasted a whole millisecond before Mrs. Hallam's frown turned into a full-on scowl as she reached for her son. "_What did you say to her, you little gremlin?!" _

"N-nothing!" Elias squeaked out as he twisted away from her hands, but he didn't take his eyes off of Gwen for even a second and his smile didn't fade at all. "And it's not a stranger! It's _Gwen!" _

The words and the feeling behind them were just too much. Gwen's hands could hold back her grin and even her giggle, but not her coo. "_He said I was beautiful!" _The words were as sweet as pudding as they slipped out of her mouth.

Sweet even as the boy turned ashen and his stare horrified. It stayed that way even as he spun around and _ran _right by his mother for the stairs at the end of the hall as his howled - "'Chelle said she only spoke _French!" - _filled the house.

That and Mrs. Hallam shouting his name again even as he vanished up the stairs. For a moment Gwen was _sure _this was turning into a chase, but the woman only took a step back into the house before she caught herself and took a breath. "_Mama always __**swore **__that they'd be less of a handful after they got out of diapers!" _

Gwen's grin got so much bigger with those whispered words. If the woman was _her _mother she never would have dared, but she wasn't and Michelle's always seemed so much cooler, even if she only ever really talked to her a few times when she needed a ride to school. "_Leave him alone!_ _He was __**adorable**_!"

"_Please. __**My**_ _children stopped being - " _The woman scoffed even as she finally smiled and pushed her long hair back over her shoulder in a move that Gwen saw at _least _once a day. Then she took another breath and her dark eyes shot right back to Gwen with a look she saw almost as often. "Michelle didn't tell me that you knew Arabic, too!"

The woman's smile turned into a grin just as Gwen's _died _and the blood rushed from her face. Her _stupid _bug brains! She never even noticed the faint taste that Grandpa said was a warning that the things were working and that he swore was different for every language. At least it was for _him, _she never noticed anything. Except _maybe _a hint of something like a Fig Newton now that she was thinking about it. Not that it _mattered _now. Her mind raced and for all the talk about her being the smartest person in her school she _still _couldn't come up with anything better than a shrug and a stammered, "My Grandpa - He was stationed in Saudi Arabia for a while and - and it seemed like it would be _cool _if I knew some, too."

The excuse was so weak. The glomp it got _wasn't. _"_You darling girl!" _The woman laughed as her hug knocked Gwen back a step. Then the woman called out over her shoulder, "Gwendolyn's mother is _lucky _that she has a child who wants to know more about the world!" Those words filled the house, too, but the next was so much softer and came with a laugh. "Even if your grandfather does sound like a _scamp_ if those are the words he knows!"

"Mrs. Hallam!" Gwen squeaked out into the woman's shoulder.

"Oh, that's right!" The woman said as she sprang away even as Gwen tried to _make _herself relax. "Michelle warned me that you don't like…!" Those words didn't help even as they trailed off_. _Neither did the way the woman looked at her, like the idea of not liking people grabbing her was as weird as not liking _air. _And maybe it was_. _Then even that went away as Mrs. Hallam's face fell. "Not that I can blame you. Not after _yesterday." _

There was so much venom in that. Enough that Gwen would have staggered under it even if they didn't bring back everything. She let her head fall as she squeezed the straps of her bag until her knuckles turned _white _and her words tripped on her tongue as she stammered out "Mrs. Hallam, I - I'm sorry about that. It was - "

"Sorry?"

That one word said so much. Enough that Gwen missed the hug just because it was so easy to see where Michelle learned _how, _and that made saying what she had to so much harder. "Mrs. Hallam… I didn't… I'm not… Mrs. Coldwell was right, I - "

"Hush! The school should be giving you a _medal_, not - " Mrs. Hallam said as Gwen found herself trapped in a hug again. "I've already told your mother that we'd be there with you on Monday. If that _woman _thinks she can raise her hand against you for doing what _she_ should have done years ago_!_"

Gwen just stared up as the woman in front of her spat out that word. Mrs. Hallam was so much like Michelle in all the way that just _started _with the smile that they both always seemed to wear that the scowl that marred the woman's face now just seemed _wrong. _Almost as wrong as the words she growled out. "Even Jonathan _swore _he'd be there, and that he'd nuke the school from orbit if they tried to suspend you! He can do it, too."

"No, he can't." The words were as automatic as Gwen's eye roll, and as much of a joke. _She _thought so anyway.

So she wasn't ready at _all _when Mrs. Hallam grabbed her shoulders and pulled her out of the hug. Gwen took another step back when she looked up at a face twisted in a fury and eyes burning in a challenge as she had a finger wagged in her face. "My husband is a powerful man!" The woman snapped, her accent suddenly thick. "He can do things that you wouldn't believe!"

Gwen's eyes went wide again as words tumbled out of her mouth. "I didn't - ! I'm sor - !"

That was as far as she got before the woman started giggling. "Habibi was right!" The woman squealed, her whole face glowing even as she poked the tip of Gwen's nose. "Teasing you _is _fun! It's a good thing my husband is tied up at the base or he'd have you blushing like this all the time! He's _horrible!" _

"Mr. Hallam isn't here?" Gwen asked, surprised and suddenly very relieved. She _knew _Mr. Hallam was busy and with what because the base was the biggest thing in Bellwood. One that was getting worked on around the clock if her uncle's grumbling meant anything, and one that was getting things approved faster than anything her daddy had seen if his did. Both of them marveled at it even as they complained, but it was the army and Grandpa always said they lived by hurry up and wait so it couldn't last forever.

Or maybe they were just moving the waiting part around because Mrs. Hallam sighed and got the same look mom did when Daddy had a big case and disappeared at the office. A look that stayed even as the woman brushed a hand at Gwen's hair. "He wanted to meet you, too, Gwendolyn, and thank you for what you did but - " Her face clouded up a bit more and then she shook it off, "- but that's enough of _that! _Michelle's up in her room, first door on the right, and I have pizza that needs ordering!"

Gwen shot a look at the hall even as she said, "Pizza?" They'd been planning tonight for _weeks _and Michelle just wished for pizza even as she moaned about how the woman in front of her _insisted _on cooking a proper meal. One from the Old Country and the idea made Michelle pull on her braid and stare at her feet even though Gwen didn't know _why. _Not after she'd told her friend just _some _of the things that Grandpa cooked.

Not that Michelle ever believed her. No one ever did until they survived one of his meals. That was something _else _Gwen was working on.

If he was ever _home_.

Home like Michelle was, and that thought was just more ash in her mouth as she felt a hand take hers and pulled her into the house. She heard the woman sigh and wave even before she turned and saw all the boxes that _filled _the living room. "I was going to cook, but the Army _finally _found more of our stuff and they just _had _to drop it off this morning."

Gwen blinked as she tried to take it all in. There were boxes on the couch and love seat and maybe half looked like they'd been opened and dug through. It looked like there was enough work for a _month, _much less a day and she grabbed onto it as the lifeline it was. "If you're busy, then we can do this another weekend…" She said the words, but she didn't know how bitter they would taste until she did.

"Nonsense!" Mrs. Hallam said as she waved her hand and actually looked offended_. _"I just got all my spices back today so I can cook you a _real _dinner next time, but you'll survive on pizza for one night, I'm sure. Just do me one favor and go get my daughter. _She's _the one who insisted we started going through the boxes today and she disappeared a half an hour ago!" The words were playful, but the look that came with them wasn't.

It wasn't angry - maybe a little worried because that was when Gwen _should _have been over - but Gwen hugged her bag to her chest anyway. "I _know, _but there was traffic and I had to get a shower after gymnastics and - "

"And you had to put your face on," the woman said with a nod as the worry melted out of her. "Don't worry, Honey. You just started. You're a natural at it, too, I can tell. You'll get the timing down soon, I'm sure."

Gwen blinked at the words she'd only ever heard her mom and mormor use before and _wished _that was why she was late even as the woman gave her a little shove. It sent her plodding down the hall just like she'd trundled down the sidewalk outside as she thought the same thoughts that she'd been thinking since yesterday. That she should just go _home _so she could pretend she still had a friend for _one _more day.

That wasn't too much to ask for, was it?

It must have been, because she didn't even get _close _to the steps before she heard the feet racing back down and Michelle called out, "Mama! Elias is freaking out about _something _in his room and he _better _knock it off before Gwen - You're here!" After that Michelle proved that her mom may have taught her the basics, but _she _was the master of hugs as she gave Gwen one that sent them both down to the floor with a laugh. "Why didn't you tell me she was here?"

"Don't break the poor girl now, habibi!" Her mother called out from _somewhere. _"She's a _hero!" _

Hero. As _if. _Gwen _tried _to keep the wince off her face, but it didn't work. "Don't blame _me _for that! Mom's been calling you that all day and I can't take her _anywhere!" _Michelle faked a grumble as she got up and looked Gwen over before she held out her hand. "And she hugged you, too, didn't she? I _knew _she would! See? That's why I've been giving you so many! I had to get you ready for - Are you okay?"

Gwen blinked and made herself smile at the babble. Babble that she didn't even know had stopped until she felt a hand squeeze hers even as she looked away from the chocolate eyes that were studying her so close and looked so worried. "Yeah. I'm just…"

"Mad I didn't give you the tour," Michelle broke in as Gwen trailed off. "This is my house. I don't have a clue for how long, but it's good enough for now," she said, puffed up and more than a little proud as she waved at the walls. Walls that didn't have any of the pictures or the paintings that filled the walls at home. It didn't have the glow that Gwen saw sometimes either, but she didn't notice any of that until the girl said, "I know it doesn't look like much, but all the good stuff is still packed up in the living room and - " she stopped then and lit up as she jumped to her feet and pulled Gwen up to hers, "- and you're here to help now! Come on, tonight was always going to be good, but if the manifest is right we can make it _amazing! _We just gotta find the right box."

"What?" Gwen asked as she was pulled right back down the hall and the sound of the other girl giggling somehow made one of her own slip out as they raced into the mess of the living room. A mess that Gwen looked at, her mind racing even before she saw the numbers stamped on the side of each one. "If you have the manifest then I'm sure that - "

"What fun would _that _be?" Michelle scoffed as she let Gwen's hand go so she could grab up a box. "Just pick one and _go!" _

"But - " Gwen stammered. "But what am I looking for?!"

"Trust me," Michelle preened with a gleam in her eyes that would have made any cat jealous even as she tore open her box. "You'll know it when you see it."

"I hate you," Gwen grumbled even as she knelt down.

"No, you don't," Michelle called back with a laugh. One that got even louder as she peeked in her box. "Hey. Matthew! I found Jurassic Park!"

Gwen whipped her head around at the squeal that got from somewhere upstairs…

The squeal and the sound of little feet racing down the stairs made Gwen grin and her eyes mist up all at the same time as she watched Michelle's youngest brother charge across the room on tiny legs. She watched until she couldn't, until she just _had to _pull open her own box and suck in a breath before she forgot all about being a lady as the room got blurry around her.

She hoped for the treasure even as she listened to the two giggle next to her, but the only things she saw were pots and pans. The next one was silverware and the third…

She blinked at all the pictures inside. No wonder it was so heavy, the thing was as packed full as hers would have been if she ever had to help her parents move, but most of them were wrapped up in newspapers with words she couldn't read as much as she wished she could. Only the one on top was different. That one was done in bubble wrap that just _screamed _how important it was even If she couldn't see the gold frame through the plastic. "Is this it?" She asked, even though she didn't have a clue how it would make tonight any better.

"I'm on a treasure hunt, Matthew, I can't - " Michelle started with another laugh as she pushed her brother away before her head twisted around. "What?"

Gwen tried to hold up the framed photo she found, but she just looked at Michelle and her brother and set it down on top of the box instead. Matthew was as dressed up as his brother and somehow even _cuter. _Then she finally really looked at her friend and saw the fancy purple dress that she was wearing and the tights that matched and had dragons flying up the sides of them. All of it was as wrong for just hanging out as her mom's dress was. She was even wearing _pumps. _

Sunday clothes, Grandpa would have called them. The kind that would have made her mother and her Mormor hum with approval and the last ones she expected to see on Michelle today. Clothes that made her jeans look tacky and her shirt - she pulled the sleeve of her shirt over her hand and worried at the hem with her fingers as she wished she'd worn _anything _else, anything but her midnight blue one that had the white outline of a cat outracing an explosion. "You're all so dressed up."

The words were a murmur. They weren't even that. And they didn't _matter. _Not as much as the words she was waiting for. The ones that were making her feel sick.

"_That's_ what you've been worried about?" Michelle asked with another giggle as she waved her hand. "Mama _always _makes us dress up for company, Crazy! But this is a sleepover and you're the guest. You could have come by ready for bed and she wouldn't have cared." Gwen blanked as she tried to imagine _that, _or what her mother would say if she tried it. That was how she missed the other girl leaning in close with a grin as she whispered, "I was hoping you _would. _Then I could have gotten changed quicker! Besides, today was karate, right? I bet you look every bit as cute in those white pajamas as Daniel-san did."

"Today wasn't - And they're not pajamas!" Gwen almost shouted as she gave the other girl a shove. Not a hard one, not like the ones she gave her Doofus. It barely rocked her back. It would have been _so _much easier to sound mad if the other girl wasn't giggling up a storm. "They're called gi!"

"They're called _cute!" _Michelle laughed.

This time Gwen couldn't help smiling back even as she looked down. "Sometimes." Sometimes they were. Especially when the kids Matthew's age wore them, and _almost _when she saw her Doofus. Almost, but the word didn't fit how she felt the first time she saw him in them. Nothing did, not that she had much time to think about it after weeks of worrying if he'd even show up and then everything that happened after.

She just knew she couldn't take her eyes off of him as he stood there looking as good as she knew he would in his -

"And all those boys in their pajamas," Michelle's whisper destroyed that thought even as she covered her little brother's ears. Ears that only stayed covered for long enough for her to add, "So sexy!" before he shook her off even as she giggled.

"Michelle!" Gwen squeaked as the words mixed with her thought and made her face _burn _as that idea tore through her.

Hands that Michelle grabbed for and pulled at even as she kept laughing. "Nuh-uh! I _knew _I could make you blush and you're not taking this away from me now! Matthew! Matthew, get her!"

The hold was simple and there were a dozen ways that Gwen could have broken it even if the little boy hadn't jumped on her back and wrapped his hands around her neck first. Not that he would have stopped her. He didn't do _anything _but make breathing a little harder as he hugged her tight and giggled right against the back of her neck.

He hugged her tight enough that a laugh slipped right out of her. Tears almost did, too, but somehow she held those in even as Michelle pulled her hands away from her face.

Gwen wouldn't have even _tried _getting away after that if fighting wasn't a part of the game, and she only did enough to shake the boy on her back a little and even less to get away from the girl in front of her, but it was still enough that she heard his foot find a box and something hit the ground.

Something _heavy. _Something she _knew _even before Michelle and Matthew both gasped and let her go. Gwen felt _horrible _even before her friend scooped up the fancy gold frame and gave her little brother a look. "Get out of here, Pipsqueak. I'll take care of it."

The boy's lip quivered as he nodded and raced for the hall. "I'm so sorry," Gwen whispered like _that_ would help. "It's all my fault! I should have put it away better when I - " She tried to say as Michelle's hands pulled at the plastic and Gwen started to push herself up even though the glass looked okay even as more words fell out of her mouth. "I'll tell your mom that and - "

"So you can get the credit? I don't _think _so! She likes you enough already, Crazy Girl, and she's been going _spare _looking for this."

"What?" Gwen gasped out as she finally _looked _at the photograph in the frame and not just for what she might have broken. She expected a wedding photo or one of the family. Not… She blinked and then she blinked again, but the picture didn't change. "Michelle… Why do you have a framed picture of that guy from M*A*S*H?"

Framed in something that would have been more at home in her Morfar's house, not _here. _The gold with the same kind of designs carved into it that she'd seen on Mrs. Hallam's dress and all for a photograph she wouldn't have glanced at if she saw it anywhere else until she saw the autograph. It took her a blink to read what was written on it, not that the words made any more sense. **To Nadia, my favorite girl from the old country. Jamie Farr.**

"Mom…" Michelle made a face as she stood up and hugged the frame tight like she was trying to make it disappear. "Mom's _crazy _about him. He's her favorite actor."

"Klinger," Gwen deadpanned. "_Klinger_ is her favorite - "

Michelle shrugged and didn't meet her eyes. She just shuffled her feet and tugged at her braid with her free hand before she gave Gwen's shirt a look. "When she moved here it was her Cat's Meow, and it was because of him." If she stopped there, Gwen would have understood, but she didn't. Her shoulders slumped as she let out a sigh and gave the picture another look and a sad smile. "Mom swears that he looks just like her favorite cousin, except Adi was so much crazier and more fun. According to _her _anyway. But he didn't wear dresses, so I don't know how _that_ adds up."

Gwen sprung up to her feet and just stared at the man who was wearing a bright pink flamingo outfit and tried to imagine _two _of him before she heard the important word. "Was?"

That got another nod and her friend's voice caught as she brushed her fingers over the frame. "He was in the army, too, except he liked it better or he didn't want to get out as bad. I don't know. He was serving when things fell apart and - and he's why my grandparents finally left, why we're here. Mama was just fourteen and sometimes I think - I think that if he was still here, we wouldn't be."

There weren't any words for that. Magic or otherwise. Just a hug that didn't seem like it could ever last long enough.

"You would be," Michelle's mom whispered from behind them when the other girl finally pulled away. Gwen turned and saw the boy holding her hand. The boy she looked at until he nodded and disappeared again, and then she reached out for the photograph, but her words were for Michelle. "I don't know how but you would be, God willing. You might be a couple of years older and maybe you would have gotten your nose from my side of the family instead of your father's, but you would be."

"Mama!" Michelle gasped as her hand went from her eyes to her button of a nose. "Don't even _joke!" _

Gwen grinned at the idea and couldn't help adding, "Why not? You would have been so _cute!" _Even as she looked at the photograph and the woman and felt something itch at the back of her head. Something that made her shuffle _her _feet for a second as she _wondered..._

"Cute?! You could have used it for a runway like my cousin Leyla's!" The horror and betrayal in the other girl's voice almost made Gwen take the words back, she would have if the girl's mother didn't start laughing. A laugh that was only caught by a knock at the door.

"Come on, you two," Mrs. Hallam said as she shook her head and hugged the frame close to her heart. "Dinner's ready!"

\- o - o - o - o - o -

The pizza wasn't the least bit healthy and for once it didn't matter. Not when the show across the table was so good. " - and that's why it's called a Triceratops and it's my _favorite!" _

Gwen grinned at the little boy who was sitting across from her and the toy dinosaur he was clutching even as he ate. "He's mine, too," Gwen whispered and lit up as the boy did.

"Mama!" Elias huffed from the seat next to his little brother with a tone and a look that Gwen _knew _so well. "Matthew's _boring _Gwen! Make him stop!"

"Make them both stop, please!" Michelle added from the seat next to hers with the warm annoyance that always came when she was dealing with her brothers. "You _don't _have to listen to the gremlins, Crazy!"

"You three are going to make her glad she's an only child," Mrs. Hallam sighed and somehow Gwen didn't wince at the words like she would have weeks ago. She didn't even let her smile melt, but she couldn't help reaching out and squeezing the hand she knew would be there. She didn't even realize it wasn't the one she was looking for until it sank in that it was too soft and delicate and that Michelle was watching her with so many questions hiding in her dark eyes.

"Whatever," Elias muttered as he glared down at his pizza for a whole heartbeat before that look melted away and his eyes came back up. Eyes that were almost shy as he looked at her for the first time since the whole thing at the door. "'Chell's been saying how you went all Xena on those jerks yesterday. Is it true? Did you make 'em cry for hurting her?"

Gwen sucked in a breath as every eye found her. The boys' wide and awed, their mother fierce and Michelle's…She couldn't meet her friend's eyes long enough to tell. "All those years of karate finally paid off."

"For you and my daughter, maybe," Mrs. Hallam said with a warning in her voice as she looked across the table at her son. "But now my sons are pestering me for classes, too, even though they were supposed to stay in their _room _last night!" Both boys looked at that, but neither of them looked even the least bit sorry. Especially not Elias, who kept glancing at Gwen and his eyes got bigger each time even as his mother sighed. "I'm _almost _tempted to let them sign up, but six days a week?"

Gwen blinked at that and the save hidden in it. "It's not six!"

"It's not?" Michelle asked even as she squeezed her hand. "Every time I've tried to have you over after school you've said - "

"I know, but it's only on Mondays, Wednesdays, and Fridays! I alternate it with gymnastics and then I have my clubs and tutoring after school and Sundays are for studying and - and I always wanted to come over, but..." This time Gwen didn't blink from the looks she got, but she felt her shoulders sag because she _knew _she could be doing more. Even with all the nights she went out heroing, there were _so _many when they didn't. Nights that she could be…

Gwen didn't know. She just didn't want to hear the words she knew were coming as Mrs. Hallam stood up and circled the table before she leaned down and pressed a kiss into her hair. "You do too much," the woman murmured and her voice was barely any louder when she poked her daughter's shoulder even if her tone was completely different. "And you don't do enough!"

"Hey! I'm trying to keep Crazy Girl here from living up to her name and that's a full-time job!"

Gwen heard the argument start next to her, but she just sat there and blinked at the blur that filled her eyes. Grandpa told her that a few times, and so had Aunt Sandra and the Doofus, but the Doofus thought that doing anything but heroing or playing video games with him was a waste of time and Aunt Sandra…

She was _so _much better around her mom now, but still...

Michelle's mom wasn't family or a teacher. They barely even _met _before today and if _she _thought - "I do too much?"

"Way too much," Michelle answered for her mother, and the girl reached out and took her hand like Gwen was a fawn ready to bolt. "You need _fun." _

Gwen knew she should say _something,_ that if _Ben _said that she'd - She didn't know. She barely got to see him either since school started. If it wasn't for the heroing and karate she didn't think she ever would. It was just what she used to want, but after last night…

The idea of spending another night with him - not so they could save the world or study or play video games - but a night where they could just talk, where she could just _dance _while he played his guitar again sounded so nice. She didn't even know he could and he must have been practicing for _years _because he was _good. _He was better than good. And the girl next to her…

Gwen blinked again because she didn't know her any better. They'd been friends for almost two months and they'd talked about Europe and Bellwood and school and books and tv, but there was still so much that she didn't know. "I don't - What do _you _do for fun?"

Michelle's face just glowed as she looked up. "Mama! Can we - ?" The words just got a wave and she squealed like a maniac as she bounced to her feet and pulled Gwen to hers. "Come on!"

She didn't let go either as she all but ran into the living room and the boxes there and Gwen told herself that she ran, too, so she didn't get dragged. Some part of her whispered that she could just let go. The part that she ignored as she laughed and asked, "Unpacking's fun?"

"It is if you find the right box!" Michelle called over her shoulder as she scooped one up and dashed off again, this time for the stairs. "I never thought I'd say this, I don't blame you for doing so much. This town is _boring_!"

"Boring?" Gwen gasped as she tried her best to sound offended even though Bellwood _was._

"Yeah!" Michelle nodded and slowed her mad dash just a little. "There was _always _something to do at the old base, and not just protesting. Mama ran the place as much as the Colonel does now because our old General's wife wasn't up to it and she was next in line. She was _always _visiting someone, or someone is coming by and I'm usually stuck babysitting one way or the other, but still…"

There was a sigh then. A long one and a look at the wall. "No one plays outside here and that's all we did back in Germany! There was _so _much soccer, and when there wasn't… God, it took me two hours and I got hit with like four water balloons when I went out looking for Elias on that last day."

Gwen gave her friend a look and waited for the fit that any of the other girls in her class would have had at the thought, and the one that she faked more often than not when Ben did the same thing to her before she got her revenge, but it never came. The girl just grinned and Gwen had to know. "Why?"

"The war, _duh_," Michelle teased as she started up the steps again. "We were always playing war. The only thing that ever really changed was whether we were throwing water balloons or snowballs. It was _so _much fun!" Michelle stopped then and turned so she could give Gwen a look that ended with a smirk and a squeezed hand. "I wish you were there, Crazy. You'd be _dangerous_. I can tell."

Two years ago Gwen would have grinned back without a care because it wasn't real. She still did now, but now she had to force herself just a little as she said, "Whose side would I be on?"

"Mine, of course," Michelle said with a wave of her hand. "But besides that, it was us vs commies or Nazis or terrorists. It didn't really matter. Not unless someone called out people vs aliens. _No one _wants to be aliens. Unless we did it, then those pitiful humans wouldn't stand a _chance!"_

The cackle that those words got made Gwen's eyes fall to the box Michelle was carrying as her hand went to her hip. "If you have water pistols in there…"

"Oh, I _wish!" _Michelle sighed as she charged across the room for her bed and jumped on it. "but those are in one of the boxes that mom says the army lost. This is _so _much better!" The last words were a squeal as she pulled open the box and reached for something inside. Something that got Gwen a look and a slapped hand when she leaned in, too. "No peeking!"

"Fine!" Gwen said with a huff that she didn't feel as she sat back and _finally _looked around. The room looked almost like hers, except everything was flipped and in the wrong spots and there was a lot more purple on the bed and over the window.

There were bookcases, too, but nowhere near as many books. No, they were packed with stuff like her curio case was at home. Stuff like snow globes that showed off cities like Paris and Rome and more she didn't recognize any more than she did the bands in the posters on the wall. She didn't recognize the words either or know why the one hanging over her bed - the huge one with a boy with messy brown hair - made her feel flushed as he stared at her.

The dresser was safer. It was covered in bags of chips and bowls and cups with a whole bottle of soda waiting there. Enough that it took her a second to even see the small TV with a VCR built-in that was in the middle of the mess. A TV that Michelle raced to as she pulled a stack of tapes out of the box. "You're going to love this!"

"What?" Gwen asked as her hand found her hip because she'd heard _that _before.

"Karaoke!" Michelle grinned at her as she spun around on one foot and laughed. "It's been so long since I had a sleepover and mom let me go all out! We're going to have so much fun, but we have to get ready!" She stopped and hurried to the other side of the bed and disappeared behind it.

When she came back up there was a tackle box in her hands. One as big as the one Grandpa had and was covered in enough warning and pirate stickers that it might as well have been called Tennyson bait. Gwen's fingers itched for it as Michelle dropped it onto her purple covers. "And that?"

"My makeup case!" Michelle crowed as she opened it. Carefully, too, because it was packed _full, _but it didn't look _anything _like the stuff Gwen saw in her mom's room. All the stuff on top was too bright and full of sparkles. "It started as my Halloween stuff and I _wish _you could have seen the haunted house we put together last year! The Colonel and Mama go _nuts _and they were going to try to top it this year before we moved. Now _he's _going to be in Washington and I have to help with the demons, unless…"

The look that Gwen got at those words, the look that made her feel so sick as she shuffled her feet and said, "I… I already promised my cousin that I'd - "

Michelle made such a face at that as she dropped onto her bed and shoved her hand through her hair and undid her braid. "You're babysitting, too?"

Gwen didn't know why she nodded because she wasn't even if it did feel like it sometimes, but the Doofus spent the last few weeks going on about how they were going to do even better this year than they did last when she'd dressed up in a suit. A real one so she could look like she'd walked out of a silly movie that was still the closest thing that they'd ever seen to the Plumbers on TV and pretended that she was chasing whichever him he turned into. Fourarms and XLR8 and Blitzwolfer wowed so many people and they didn't even _have _Big Chill last year.

Hopefully, they wouldn't have to fight that _thing _in the pumpkin patch either.

For just a moment she imagined doing it _right, _with _two _Men in Black, but it was her night. Hers and her Doofus's. That was the only reason she said, "Yeah," as she watched the long hair fall through her friend's fingers and the guilt twisted her stomach just a little bit more.

The sigh Michelle made didn't help at all. Neither did the way she shrugged and grinned."That's okay. We'll still get to use all of this tonight. We're gonna sing our hearts out and look like _stars _while we do it, so dig in! You can use anything you want."

Michelle looked so happy even as she started digging through the box as Gwen just stared and wished she could just disappear. Especially when the girl stopped and gave her a look. "What's wrong?"

Gwen would have given anything if she could just teleport away, but for all the mana she felt around her she didn't know the words for that if they even existed. Just the words that slipped out as the other girl kept staring. "I don't… Mom doesn't let me wear makeup. I don't..."

She could conjure tornadoes and lightning and make the ocean dance to her whims, but she didn't have a clue about any of this. She was the only one in her class that didn't, too. She knew she was because they always had their compacts out now or were putting on lipstick when they were in the bathroom and she was the only one who didn't. She didn't have to be a genius or a sorceress to know what their looks meant, either.

What a _baby. _

She waited to hear those words again, but they never came and that was almost worse. They were almost as bad as the shocked, "You don't? But I've seen all the pictures of your award shows!"

"That's different. Mom takes care of it before meets and recitals," Gwen squirmed as she admitted that, and she couldn't say that she was usually too nervous as she sat there and tried so hard not to look at it to pay any attention to what was going on her face. Not when she was going through her routine in her head and making herself smile because perfect people didn't get nervous or screw up. Not in front of Natalie Tennyson.

Neither did heroes. It was the only good thing about being a sidekick. The Shrimp might tease her a little, but he never got _that _look when things got really bad.

Just the thought of sitting in that chair made Gwen wrap her arms around her middle and she jumped when she brushed against the bruise just above her elbow on her right arm. It was the only mark she'd gotten from the fight yesterday after Flint grabbed her and shoved her away. It was hidden under her sleeve, but having _anything _of his on her made her shudder. Mana faded it even though it was only a few hours old, but the sickly green and yellow was even _worse_. It was bad enough that she - "I can use concealer. Mom taught me how to do that when I started karate because - "

Because ladies didn't get bruises. The concealer helped, but long sleeves and jeans or tights were just so much easier that she only really used it when she got hit in the face at practice or heroing or that one time when her gymnastics class just went _wrong. _It felt like Marci was _right there _as she admitted that because the room went that quiet after she trailed off. It was even worse when she finally looked up and saw the smirk on Michelle's face.

It was the same smirk that she'd seen on Marci's so many times, and just thinking that name made Gwen feel sick and guilty and ashamed again. They even let out the same delighted squeal. The only thing different was the words as Michelle bounced up. "That's great! I thought I'd be _ancient _before I taught anyone!"

"What?" Gwen gasped out as Michelle dashed over to her desk and dragged the chair over. A chair she dropped into with a cackle as she pulled the makeup kit closer. "Who taught you?"

"Mom did some," Michelle admitted as she pulled out bottles and held them up against Gwen's face until she grinned. "But the best thing about being an army brat is that it's like having a hundred big sisters! They taught me _everything _about makeup and music and boys and - " some heat filled her olive cheeks at that, but she recovered with a laugh as she grabbed a jar of something and a big puffy brush out of the tackle box. "So sit still and let the master work! Now, this is called foundation and the color is so wrong for your skin tone if we were doing this for real, but we're rock stars tonight and it's perfect! Watch, you just want to blend it in and - "

It almost felt like magic, and for the first time ever Gwen understood the dazed look that her doofus got every time they started in on a new kind of math as brushes and colors and words all blurred by. Paying attention should have been the hardest part, but it wasn't.

"I swear that if you don't stop grinning I'm going to make you look like a clown on _purpose!" _Michelle warned as she wagged a brush with a tiny tip that was covered in an electric blue powder at Gwen's nose.

"Sorry," Gwen said even though she wasn't.

"I can tell," Michelle said with a sigh as she leaned in and Gwen tried, but she couldn't help it. Neither could Michelle, who threw her head back and a hand over her eyes. "I can't work like this." The sigh and the move were both so theatrical that the girl didn't even get the words out before she started giggling.

Gwen felt the same giggle build up inside of her and her hands went to her painted lips as it almost burst out of her. Almost, until she saw the heel of her friend's palm and the angry red scrapes there. Then she just felt sick as she grabbed for it, and caught herself just before she called up the healing light. "Are you okay?"

"Oh, that." Michelle turned her hand and her eyes got a little wider as she dropped it and hid it in her lap as she drew her knees up. Knees that were hidden under tights for the first time _ever. _"Don't worry about that. It barely even hurts today. I bet Sean and Flint feel a lot worse!"

The words didn't matter. It didn't make the scrape any better or the tights go away or hide the egg-shaped knot Gwen _knew _was hiding in her friend's hair. The knot that she kept ice on for the whole ride home yesterday. Gwen knew all of that, but seeing it again made her stomach twist one more time. One time too many. Her stomach squeezed the words out that she'd been holding in since the museum. "Why are you being so nice to me?"

"What?" Michelle asked as her head shot up and her eyes went wide. Almost as wide as they were yesterday when Sean…

When he…

Gwen hugged herself tight and it didn't help. She could have done _so _much. The magic was right there and she just _stood _there as he yanked up her friend's skirt in front of _everyone_ and _laughed_. "Why are you being so nice to me after yesterday? I - I know that…"

Michelle's smile melted away like Gwen _knew _it would. "What are you talking about, Crazy Girl?" She leaned forward as she asked that and her hand went to the strand of hair that fell in her face.

Gwen shook her head as she backed up. "Yesterday, when…" She didn't even _know. _Everything after the bathroom was a blur of questions and shouting and people stomping from Ms. Adams and Mrs. Coldwell and her parents and Michelle's and Sean and Flint's. There was so much from everyone but the only person who _should_ have been yelling but never did. The one person who just sat by her on the bus and kept talking the whole drive home and she held her hand even as Gwen stared out the window and waited...

And the one person who _would _be screaming at her in a second. Gwen knew Michelle would be as she wiped at her eyes, but she didn't let that stop her. "It - Yesterday was _all _my fault! I should have… Sean and Flint would have left you alone if you weren't - "

Flint _and_ Marci. She _knew _it was all Marci the second she saw Olivia's camera flash and Marci only cared about Michelle because she talked to _her. _ "It was all my fault," Gwen whispered because she should have _known. _Marci warned her enough. She warned _everyone_ and Gwen _knew it. _She should have done more than just stand there until it was too late. She should have done more than just take it out on Marci and the rest. Maybe her Doofus was right and they deserved it, but if she'd been a _real_ hero…

If she hadn't been so greedy_. _If she had just warned the girl next to her off like she _should _have...

"I didn't know you wanted to see under my skirt so bad, Crazy, " Michelle her voice cracking as she grabbed the hem of her dress and tugged it down as Gwen squirmed and waited, but it was what she said next that made Gwen's head shoot up, "You could have just _asked." _

"I - " Gwen felt her face burn at the idea that _anyone _thought that she'd humiliate _anyone _like that. "What?!"

"So much fun to tease," Michelle said through a sniffle filled giggle before she _moved. _Only XLR8 moved faster, and only Snare-Oh could hug tighter. Tight enough that Gwen just wanted to shove her away, but Michelle wouldn't let her. She only hugged her tighter as her voice broke. "You didn't make those jerks do _anything_ and you really are _crazy _if you think that I'm mad at _you_."

"You _should _be!" Gwen shouted as she gave up on pushing away and just buried her face in the other girl's shoulder. "On Monday… On Monday just yell at me and everyone will know - They'll know that we're not friends anymore and they'll leave you alone."

The other girl sucked in a breath as she pulled away and there wasn't anything kind in her voice when she said, "I can't believe you! It's just some bruises! What kind of person do you think I am? You're my _friend. _You kicked jackass butt for me! And you're an _idiot _if you think I'd let _anyone _tell me who I can be friends with, even you!"

That name came with a poke to Gwen's shoulder that was so much harder than anything Mrs. Hallam even threatened with today and the words were nonsense, but Gwen laughed anyway. A disgusting tear-filled laugh. "Even me? I think that I - "

"Nope," Michelle cut her off as she pulled Gwen close again and sniffed even as she laughed. "Nope. Not even you. I'd _pester _you until you gave up and admitted we were!"

"Why?"

"Because you're crazy!" Michelle declared. "You're crazy and you need someone sane in your life and it might as well be me."

Gwen tried to think of something to say to that, but she couldn't. She just let her face sink into the girl's shoulder because this wasn't _anything _like her last sleepover. "Promise?"

"Always," Michelle whispered back, her voice catching even as Gwen felt arms around her again. Gwen just sank into it. She almost lost herself in it, but not quite. Not enough that she missed the sound of shoes at the door and the feel of Michelle shaking her head before they went away, but she did miss it when the girl pulled away and led her to her bed. Gwen sat without a thought and took the tissue with even less as Michelle sat down next to her and pulled her into another hug. "Feel better?"

Gwen just sat there sniffling and felt empty. After the last day, it was all she had left after she spent four hours staring out the bus window as she watched for the Rustbucket or the black and blue blur of XLR8 so they could put her where monsters go. Where she'd _still _think that she belonged if her Doofus wasn't so _him _and _wonderful_, but this?

There wasn't anything that Ben could have said that would have helped with this, because he wasn't the one who got hurt because of her, but Michelle cared just as much. If either of them had _any _sense…

But they didn't. Somehow she'd found the only two people in the whole world that were even weirder than magic and aliens. Gwen tried to figure out _how,_ but she was too tired. Tired enough that she just nodded into the other girl's shoulder and the strap that covered it.

"Good," Michelle said with another squeeze before her hands slipped away. Gwen sucked in a breath because she thought the hug was over and then a hand smacked her butt _hard_. Hard enough that Gwen's shocked squeak filled the room as she sprang away and gawked, but Michelle's was _so _much louder as she wagged her finger just like her mom had. "Don't even! That's what you get for holding that in all day! You're my best friend and if you do it again I'll - !"

"I am?" Gwen wished that she could blame the way she said that on the shock, but she couldn't. Not even as she rubbed the ache that was still there.

Michelle's eyes went wide and she ducked her head and a hand went to her hair. "Well… yeah. I mean, if you want me to be. You have your pick now." Gwen stared at that. She stared until the other girl looked up and rolled her eyes. "I _knew _you didn't notice! I should have - " she started before she sighed and pushed her hair back. "Every girl in our _class _sat around us on the bus ride home yesterday! The boys were all stuck in the back, but I think most of them wanted to sit next to you, too. You're going to have your choice of friends on Monday. You don't need to settle for me anymore…"

"What?" Gwen asked as she blinked because _none _of that made sense. "Why? What are you - ?"

"Because you were _awesome?" _Michelle scoffed before Gwen could finish asking and kicked her heels against her mattress. "God, Crazy, I've only been here two _months _and even _I _knew that those two jerks had it coming! You kicked their _butts _and - and everyone wanted to be just like you yesterday. I know I did."

Those words were so soft, but they made Gwen duck her head anyway. Duck her head even as she reached out and smacked her friend's knee. "It wasn't _all _me. _I _wasn't the one who broke Sean's nose."

That brought a smile to the girl's face as she reached up and touched the bump on the back of her head, a smile so big and proud that not even her wince took it away. "I _did!" _

"Which means - My choice?" Gwen asked and swallowed hard even as she found Michelle's hand and tried to forget the other girl who she said the same thing once. The one with ocean blue eyes that looked so scared yesterday, but were once as warm as the chocolate ones she was looking into now. If it happened again...

And her best friend? Some part of her was glad that Ben wasn't here to hear _that._ She could almost _see _him fuming about it, but really, he wasn't. Wasn't her best friend, wasn't even her friend. He was her _Doofus _and that was something else entirely. She didn't know what, but it didn't compare. It couldn't. She didn't have the _words _for her cousin, but she did for the girl sitting next to her as she squeezed the hand she was holding. "Then they're all out of luck. I already have the best."

"Good," Michelle said with a surprised and delighted sniffle as she squeezed back. "But you _so _owe me!" Gwen didn't say a word as the girl let go and dove for her makeup box. "Don't look at me like that! After you just smeared all my hard work? You _so _do and I've been dying to play with your hair since the first time I saw you."

Gwen went pale as the other girl cackled and dug for _something. _Some part of her screamed in alarm and told her to run, but she didn't. It wasn't what heroes did.

Or best friends.

\- o - o - o - o - o -

Best friends probably didn't take pictures of each other while they were asleep either, but Gwen's fingers itched at her phone as she stared at the girl who was cuddling against her anyway.

The television was still on and still playing Michelle's last surprise for her, the best of _Cat's Meow_ tape that she'd found _somewhere_. It was even playing her favorite episode and Gwen _knew _that she should be watching that, but she stared at the other girl instead as Michelle sighed in her sleep and almost sucked in the long lock of hair that was hanging by her mouth. Hair that was still dusted red with chalk, even if the streaks were ruined now that Michelle let it out of its braid before she fell asleep. It looked so puffy and wavy as it ran down her friend's back.

Her best friend.

Gwen wanted to giggle at the thought even as she yawned and brushed at her own hair. At least they'd both already changed into their pajamas, but she knew she should get up and wash the chalk out and the makeup off. She knew she should just like she knew that she should clean up the ice cream bowls at the foot of the bed and pick up the hair brushes that they used as microphones hours ago and just tossed somewhere on the floor when they were done.

She should do all that and more before she fell asleep, too. There was always so much more that she had to do, but she just laid there and watched the other girl drool on her pillow instead and smiled because this was _perfect. _Mess and all.

Almost.

But one promise that she knew would keep sleep away until she kept it. That thought made her reach for the phone she had next to her all night. The phone she must have done _something _to because it never buzzed and it should have. She should have checked it, too, but every time she reached for it Michelle found _something _new for them to do and she already teased Gwen enough about having a boyfriend.

As if...

But now? Now Gwen grabbed her phone with a grin even as she dreaded the long line of messages that she _knew _were waiting. Messages that were probably even more worried than yesterday's. Worried enough that she was amazed that she hadn't seen a dinosaur or an alien bug in the window and she'd been watching. Watching like she watched the screen as she flipped it open and bit her lip.

And saw the same messages she had last night.

Gwen frowned and sat up as her thumbs flew. **What's with the silent treatment, Doofus? I said that I'd answer your texts, but you actually have to send them! **The words were a dare that the boy would never refuse. Not ever.

Until now.

Her heart sped up and the little clock at the top of the screen rolled over without a single buzz of a message. Nothing on her screen changed until her fingers flew again. **Ben? I swear that if you've been kidnapped I'm going to laugh my butt off.**

The words were a joke. One that he _deserved _after all the _ridiculous _ideas he'd had over the last few months. Ideas that always ended with her tied up somewhere because she came over here. The who was never the same, and she didn't know that they'd fought so many women over the last year and a half until he listed them all off as they raced across rooftops or spared or had smoothies. Listed them and all the ways that they _could _be the girl Gwen was sitting next to, but it was so hard imaging evil drooling onto a pillow.

Or being as cool.

And it wasn't like she didn't _check._ She checked in all the ways she could. Checked to make sure she wasn't an android or hiding behind a spell and Grandpa just laughed when Ben asked him to check, so the text Gwen sent was _so _deserved. But it made her stomach tight anyway because her Doofus was kidnapped so many more times than she ever had, and she remembered each and every one. All the times he disappeared, all the hours she spent frantic as she looked for him with their grandfather.

And she didn't know where the man was now, except he wasn't here. He wasn't where he _should _be any more than Ben was. But there was only one of them she could help, and she should have helped so much _faster _if she'd just been paying attention.

Just like her cousin should have been on the other end of the line. **Come on, Ben! The joke is right there! Make fun of my butt! **And when he didn't…

Somehow Gwen didn't wake Michelle up as she slipped out of the bed. Somehow she didn't trip over anything as she made her way through the mess they'd left on the floor as she made her way to the door and the hall beyond. The hall that was dark except for the soft glow coming up the stairs. As dark as the spot where Ben's responses _should _have been.

Somehow she waited until she got the bathroom door closed behind her before she reached for the speed dial with a shaking hand because he _never _missed a chance to say _something _about her butt. When he wasn't trying to zap it anyway.

Zap it like _she _almost did her phone. She saw the pink glow start around her hands and she forced it back down with a shudder even as she let her finger hover over the screen for the alarm they've never used before she jammed it down on the one. "Please. Please. Please," she whispered as it rang and images of him tied up somewhere _again _ran through her head because that was the only way he was ever this quiet. Him all alone…

That was almost enough. Enough to call Grandpa and go hero on her own because she wasn't going to _wait. _

Not even for the ringing she heard right outside the half-opened window. She spun around and opened her mouth to scream when she saw the dark _thing _waiting right outside. It lunged at her even as she dropped her phone and brought her hand up as pink light filled the bathroom.

It lunged right _through _the window and clawed hands caught hers as Big Chill grinned at her and said, "Gotcha."

"You _jerk!" _Gwen hissed, slapping him over and over again the second she got her hands free. She slapped him even though it didn't matter. Not with the exoskeleton he had that was almost like chainmail, only better. She would have yelled if all the windows weren't all cracked open. Even the one she spun back to. The one covered with a screen that was just like the one she had at home and she could pop off blindfolded by now and she was so tempted to do just _that. _And maybe she would have, but she gave him a second look so he'd _pay. _"Hate you."

"That's no way to talk to your hero," Ben said and he almost sounded hurt as his wings drooped behind him. "Not when I'm just here so I could save you."

"Save me from _what?!" _

Ben just shrugged his wings at that before he drew them tight around him so that they wrapped around him like a cloak, which she _knew _he thought made him look so _cool. _"I dunno. You were the one _freaking!" _

"Was not!" Gwen hissed right back. Her voice wasn't anywhere near as raspy and intimidating as his was in this body, but she could still make it work. Especially when she couldn't scream like she wanted. She could still glare, though. Glare as she put a hand on her hip so he'd know she was _serious. _"And what did you think I'd do when you don't say anything all _day?" _

Ben stopped dead in his tracks at that and stared back. Gwen _knew _it wasn't because he felt bad because it was _him. _It wasn't because of her frown either. Not when he stood a little straighter and not as the antenna at the top of his head twitched and she knew what _that _meant. Maybe Ben couldn't make a face in this form, but there were still things that gave him away. Things like what he was doing now, and the chuffing sound Wildmutt made, and the way XLR8's tail moved when he was pleased with himself.

And he _so _was right now, even if she didn't know _why_. "Didn't know you cared, Dweeb."

"As if." Somehow Gwen swallowed down her scream at that, but she couldn't keep the mana from flaring around her hands as she shoved one through her hair because he was driving her _crazy. _Especially when he took a half step back and sucked in a breath like he'd never seen magic before. "I'm not going to zap you, Doofus," she murmured even if he did _deserve _it.

Especially when he let out a strangled, "What happened to your _face?" _

"What?" She asked before she _remembered. _Before her face burned under her makeup and she squeaked out a - "Nothing!" - as her eyes shot to the mirror behind him because he wasn't supposed to see her like this.

Maybe - _maybe _it would have been okay when Michelle was done, when Gwen looked like she did in the Polaroid that was hanging on the mirror in her best friend's room of the two of them arm in arm and their cheeks pressed together, but that was _hours _ago and she couldn't imagine what she looked like now. She bit her lip and tasted lipstick even as she forced the mana away and the room went dark.

Dark for _her, _but Big Chill didn't need the help. Not in this body. Not with the thousand lenses of his compact eyes picking up every bit of the faint city light that was coming through the window behind him. She would have given _anything _if she could hide, but she couldn't. So she stomped her foot instead. "_I _think it looks good!"

Like _that _would ever stop him.

Except Ben didn't, which _so _wasn't him. Neither was the way he lifted his hand and reached for her with a hand that ended in claws that she'd seen tear through steel and stone. She should have shoved him away before he got anywhere _near _her face, but she didn't.

No, Gwen just stared into his eyes - eyes that were somehow still green and still his even in this body as the magic started to burn around her again. Burn just bright enough that she could see herself reflected over and over again in all the lenses of his eyes as the tip of his claw brushed her brow and traced the edge of the huge star that her best friend spent twenty minutes drawing around her eye in electric blue. An electric blue with glitter mixed in that caught the light just like Ben's eyes did now. She never thought she'd shiver just from a touch, but she did from his and she didn't know why.

A shiver she fought with hands clenched tight. Her hands and the rest of her, but she couldn't help sucking in a breath. One that made Big Chill startle and his finger freeze. Not for long. Not when his attention shifted and the claw drifted up to her hair and the streaks that were chalked into it now. Steaks the same color as her star and her lips and that he reached for as he whispered, "I didn't know you could look so cool…"

A sound slipped out of her when he said that. One that was too breathy to be a laugh even as her magic flared and made her tingle. He flinched away like he got _burned _when she made that noise_. _"Cool?" She asked as her face flushed and she reached up and for the same spot his claw just was and felt the tingle he left behind. The one that ran through her spine even as she asked, "Are you feeling okay, Doofus? 'Cause you're acting _weird." Almost _as weird as she was. She wouldn't have known it was her voice if she didn't feel the words on her lips. It sounded too _strange - _too _husky_ \- almost like she had a cold and maybe she did. At least _t__hat_ would explain why she felt so hot.

_Nothing _explained her Doofus. "Am not!" Big Chill rasped from so close she could feel his breath until he turned away and made a move for the window he just dove through. "Shut up!"

"Are too!" Gwen said, her nose even as she grabbed his arm because he wasn't getting away _that _easy! "First You didn't text me all day and you _never _go that long without bugging me, and then you flew all the way here even _before _I called and - "

"Don't flatter yourself. I just wanted to look at the stars and _someone _has to keep an eye on things while you go Punk Dweeb."

And she didn't pay attention to _any _of that. Not as she hid a gasp behind her hands because she _knew. _"You said you'd leave them alone, Ben!" She couldn't keep the hurt out of her voice either. "You _promised!" _

"I didn't!"

"Yeah, right, Ben! Then why are you Big Chill?"

"Because - " Ben started and his wings actually spread wide like he was going to disappear, but he caught himself even as he reached up and rubbed the back of his head with a clawed hand. Caught himself, but he still didn't look at her, even as he said, "Because you're kidnap bait! And - and because the sky was right there and I needed to _think._"

"You?" she teased because that was what they _did. _Except usually he shot an insult right back. He didn't shake his head, he turned so he disappeared behind his wings. That wiped her smirk away quicker than any spell. "About what?"

And then he jumped away just as she touched him. Jumped and hissed instead of giving her a shove. "Stuff! Nothing! Never mind!" He said as he shoved himself into the corner of the bathroom in such a panic that she _knew _he was telling the truth because he couldn't lie this well.

And because sometimes she sat on her roof and did the same thing.

That was what made her pad her way across the tile as her hurt melted away. "Come on, Doofus. If you can't talk to your sidekick, who can you talk to?" She said the words as softly as she could because he looked _so _ready to bolt and it was because of _her, _because she didn't give him a chance even though he'd _never _broken their promise.

Not like she had once. That was what made her say the one thing she never did. The one thing she couldn't _imagine _saying a few years ago, but after everything they'd been through, after yesterday…

"Sorry I jumped down your throat." They were words Gwen _knew _she'd pay for when his head shot up and he looked right at her and it didn't matter. Not when he took a breath…

One that vanished as someone knocked on the door. "Are you in there, Crazy Girl?" Michelle asked, her words broken by a yawn as the knob started to turn. "The party's not over yet! I just need to get some water on my face first."

The knob she never _locked _in her mad dash. "B -" Gwen started, but he was moving before she even finished his _name. _She felt his arms and wings wrap around her and then the world was like a roller coaster as the floor just _disappeared _under her.

Only phasing was better than _anything _at Adrenaland as they fell down the world's biggest hill. The one that could go on _forever, _but it didn't. Her whole body tingled as they passed through tile and wood and exploded into the garage under them. Somehow she didn't let out the excited shriek that she always did as they dropped, but she couldn't help the hug she gave him the second she felt concrete under her bare feet again.

And Ben just stood there and _took it _instead of shoving her away like he _should _have. Like he _always did. _He didn't even tease her about it and when she looked up to see if he was still breathing…

Gwen saw him looking down at her, still and frozen all the way up to his antenna as his wings twitched around them both. "This is where you start screaming, Ben," she teased as she took in a breath that smelled of old paper and cinnamon and the furthest thing from _him _as possible, but it was still somehow him and she didn't pull away.

It was as far away as the strangled - "See you tomorrow?" - that he let out.

She blinked at those words. Blinked as she let him slip away because they _hurt _and she didn't know why even though they'd already gotten lucky _once_. And because she should say no. She knew she should. She had _so _much work waiting for her at home. All the homework she should have done last night and today and another belt test coming up so she could get the green one she'd been working for for so long. But he had one for his orange belt _and _a math test next week and he still snuck out.

He still had _fun. _

"Like I'd make you go _three _days without a smoothie, Doofus." He didn't say a word at that. He just gave her a jerky nod as he turned for the far wall without a goodbye or an insult, and she just _stared _because being quiet _so _wasn't him. "If you stop being _weird!" _She hissed at his back as he disappeared.

Then she looked all around the garage, which was crowded with boxes and a minivan as she waited for him to come bursting out of a wall or the floor for one last scare, but he didn't. "So weird."

Gwen stared after him for she didn't know how long before she remembered the girl who was waiting for their party. Weaving around the van and finding the door inside was a piece of cake compared to walking away, but Ben was _always _weird and he'd probably forget all about it by tomorrow. Not even the lock slowed her down much. She didn't even need a spell, just a hairpin and a Grandpa who would teach them _anything _for a laugh.

Getting back upstairs though.._. _

Gwen heard the voices and saw the light that both spilled out from the kitchen and across the hall the moment she opened the door . She couldn't make out the word, but her hackles rose because Michelle's mom's tone just screamed worry and anger even as she fought to keep her voice down.

And she wasn't alone.

There was a man in the room with her. His voice wasn't loud at all, but it still filled the house and made the hair on the back of Gwen's neck stand straight up because she'd never heard it before.

She didn't make a sound as she crept down the hall just in case and her mind raced over all the times she'd seen this as she went out heroing, the women who were too scared to even scream, much less fight and the men who proved that they were monsters even if they were human and didn't have any ray guns or bug friends.

The voices got clearer and clearer as she crept closer, the words a mix of English and the olive taste that she knew was Arabic now that were all mixed together. " - n't do this! What's _wrong with you?" _

"I - " the man started before he let out a hiss of pain that stole his voice away and made Gwen hurry the last few feet. She almost reached for her phone before she realized she left it on the bathroom floor because Ben had to prove he was a _freak! _

"Good!" Mrs. Hallam said as Gwen peeked around the archway that separated the hall from the kitchen with her heart pounding in her ears, the woman's voice almost a growl. "I hope it does hurt! It's what you _deserve!" _

She saw the woman standing in front of a man by the counter. The man had his shirt and undershirt both off as Mrs. Hallam finished unwrapping a bandage from around his left arm and shoulder. A man who was almost as tall as her Grandpa and towered over Mrs. Hallam even as she slapped at his chest. A barrel of a chest, too. One that looked too strong for a man who looked a good decade older than the woman she liked so much already. At least a decade, there was gray in the temples of his short cut blond hair. Gwen stared, some part of her working out all the ways she could _end _this without using a single spell and the rest not caring before she even _saw _his pants and the weird grey and white pattern that was all over it.

The same pattern she saw when soldiers came to her school so they could talk about the base that they were building at the edge of town, and she sucked in a breath even before the man caught the woman's wrist and pulled her close for a kiss. "Nadia…" He sighed when Mrs. Hallam turned away and he only caught her cheek.

He was Michelle's _dad. _He _had _to be. Gwen closed her eyes and made her hands relax because she'd been so _stupid. She _relaxed, but Mrs. Hallam didn't. "No, Jonathan. No kisses for you. The doctor said you had to take it _easy _until this healed! Running a forklift all day isn't what he meant!"

Gwen opened her eyes just in time to see the woman poke her husband's chest. Not over his heart, not like she did when Ben needed a good one, but on the right side before the woman turned and reached for the wipes and the fresh bandages that were waiting on the counter. Bandages that Gwen wondered at until the woman moved and she saw Michelle's dad's bare chest. The sight made her clap both hands over her mouth so she could catch her gasp. She _knew _the man was hurt. Michelle let it slip sometimes, but the way she waved it off as she said it…

She thought it was like the time she twisted her ankle, that her dad was wearing a sling or had a cast at the worst_, _but it wasn't. The skin from the left half of his chest all the way to his elbow was covered in angry red scars and pockmarks, some of them barely pinpricks and some that looked like craters as big as quarters, and the skin in between was shiny. She'd seen skin like that before, when she was little and there was a boy in her class who had been in a fire. No wonder his left arm looked smaller than his right when he pushed off the counter and turned away from his wife.

The marks looked angrier than he sounded, but there was some of it as he rubbed his face with his right hand. "I just wanted to do something that made _sense _for a change. The brass can demote me again if they don't like it and as for _you - _" he started as he reached out.

"Jonathan!" Mrs. Hallam gasped as his hand disappeared behind her back and she jumped. Jumped and spun around again as she slapped away that hand.

"I'm _fine_, Nadia," Somehow he smiled as he said that even as he shifted his left arm again. Not just smile, but grin as he wrapped right around his wife and pulled her close, one hand going so low that Mrs. Hallam let out a little squeak even as Gwen spun around and pressed her back against the hall wall, her face burning as she heard the same kissing noise that haunted her house every time her parents thought that they were alone just because she was upstairs and studying, "and you can't talk to me like this anymore. I'm a full Colonel now."

"Not yet, you're not!" The woman said, her voice thick with her accent but the words still in English even as she flushed and pushed away from him. "The last time I checked birds have _two _wings and you _don't! _Now stay here. I'm going to go get your sling and we'll see if you can listen to the doctor for _one_ night, you _stubborn ass!" _Those last two words were thick with dates and Gwen almost giggled until she heard the woman storming into the hall.

Gwen pressed as close to the wall as she could and it still wasn't enough. Not if the woman paid any attention, but she didn't. She just raced up the stairs, her hands wiping away silent tears. Then she was gone. Gwen _knew _she should follow, that she should just go back to bed before she got caught or Michelle woke up, but she was a Tennyson and she couldn't help peeking again.

Mr. Hallam was still there, but he was turned enough that she couldn't see his burns anymore as he leaned against the counter with his head down. It didn't matter, she'd seen enough. Enough that she knew that they had to hurt even if he didn't show any sign and enough that she wondered if her mana would help and how she could do it without him knowing.

But none of her bruises ever looked like _that. _There _had _to be magic that would help, she couldn't imagine that there wasn't, but there wasn't anything about healing in her spellbook and she didn't know _why. _Not even her journal talked about it much and when it did…

The woman who wrote it was so _frustrated _that she almost put her pen through the page_. _

Gwen knew just how she felt as she stood there with her thoughts racing when Mr. Hallam pushed himself up and turned towards the fridge and _her. _Her eyes went wide as she shoved herself back behind the wall, not that it helped. "You must be Gwen," he said as second later, and she swore she heard something like a laugh. "Or the burglars in this town are _very _casual. Nadia thought you were all asleep."

A laugh and something else. Something that was lost in a hiss of pain that made her spin back as he pulled his shirt back on, or tried to. "You're going to hurt yourself!" She said as she hurried across the kitchen so she could help.

But Mr. Hallam waved her off. "It looks worse than it feels," he said. The words were the worst lie, but it didn't take the smile from his face even if he was gritting his teeth. He was doing it for _her, s_he realized. And because he was a _boy _and boys were dumb like that.

"Michelle…" Gwen started and stopped as she stared and tried to find her courage and her hands ached to do _something _instead of just stand there as she stared at all the scars that looked so much worse close up. "She didn't tell me that it was so…"

"She doesn't know," Mr. Hallam - the _Colonel - _said with one last gasp as the shirt slipped off his back and hit the floor. A shirt he glared at even as she hurried over and grabbed it up for him. A shirt he took and stared at before he finally dropped it on the counter and turned his attention on her. "None of the kids do and I'd really appreciate it if you didn't tell her. I don't want her worrying."

The words were soft, but there wasn't any hiding the edge in them that she'd heard from her Grandpa only a few times. It made her stomach ache even as it almost forced a nod from her as she stared up at his face. What was one more secret? She was already hiding so much, but those were all _hers_. Hers and her Doofus's and Grandpa's and she wrapped her arms around her middle to keep them there as she murmured, "She's my _friend." _

Keeping this in felt _wrong. _As wrong as seeing the man wince and she didn't know what to do. One more, just one more. What did it matter?

She didn't know.

"I'm glad she is, too, but I could make it an order if it would make you feel better. Or classify it. I have the paperwork around here somewhere," Mr. Hallam said as he patted his pockets with his good hand in another show. A show that ended as she nodded and he leaned back against the counter with a sigh as he shifted his arm and some of the tension left his face. Enough that he gave her a real smile when he opened his eyes again, even if it was rueful. "This isn't the way I wanted to meet you, Gwen. Michelle's told me so much about you. She went on and on about you even before yesterday, and after that..." He took another breath and gave her a look that was so worried and commanding all at the same time. A look that didn't go away even as he smiled again. "I see I missed dinner _and _karaoke tonight."

"It was _so _much fun," Gwen said with a laugh that had as much to do with relief as the fact that it _was_. "She's a great singer."

"I know," her dad sighed as he leaned against the sink. Somehow he managed to look relaxed and commanding all at the same time. She looked like Grandpa did in the split second between vacation and heroing. "I don't get to hear her enough, but I know. She's even better on the violin if you can believe it. She'll blow you away when she plays Chaconne. Or she will once we figure out where they sent the thing. What about you?"

"I'm _fantastic!" _Gwen declared because she _was. _Ben was just _jealous _when she sang road songs with Grandpa and Michelle…

She _must_ have been good. Michelle had her hands over her mouth the whole time Gwen sang into a hairbrush and there were tears in her eyes before the song was over.

"I bet," Mr. Hallam said as he kept looking at her before he shook his head. "No. I'm sorry, I just don't see it."

"See what?"

The look he gave her was so serious that Gwen almost backed away. Almost, but now that she was looking she could see so much of Michelle in him. In his nose and chin and the set of his mouth. "The girl my daughter was talking about last night. The one who - "

"I did, too!" Gwen snapped back even if it was a tease. There wasn't a _thing _about yesterday she was proud of. Not a _thing. _Not scaring Marci and the harpies, not hurting Flint's back or the ugly black bruise she left on Sean's chin. The one that would have him drinking out of a straw even though she didn't break anything because she was that _good. _She wasn't proud of _anything _she did, but she worked so hard so she knew what she was doing. "I could show you _just_ how I dealt with Sean and - "

Mr. Hallam held up a hand before she could finish. "No, not that. I can tell from how you're standing there that you could do _that_. Your teacher is good, too. No, I'm talking about how you made a bus full of twelve-year-olds sit down and be quiet."

Gwen blinked and felt lost. After everything that happened, she'd almost forgotten about that. She never would have if they'd just listened to Mrs. Rogers the first two times, and the spell wasn't even anything much. "It wasn't - "

"Please. Do you have any idea how much the Pentagon spends looking for people who can do that? I know drill sergeants who would _kill _to say that they did what you did," the man looked at her again, a look that was so proud that Gwen ducked her head and she still saw him nod. "We could use a talent like that in the - "

"She's not here so she can get recruited, _Colonel," _Michelle spat out from the hallway. Gwen spun and saw her best friend stood there in the archway in her purple silk shorts and the lime green tank top with the sequined heart, a heart hidden behind her crossed arms and a green that looked all the brighter against her ashen face. Ashen even with the smeared makeup that she let Gwen put on her for practice and refused to wipe away, even after the begging. Even after all the advice on blending and lines and which brush did what just ended in a bright purple blob around the girl's right eye instead of the crescent moon Gwen tried so hard for. Even the eyeliner on her left was a mess. A mess Gwen _knew _she could fix if she had enough time and practice.

And then Michelle squealed and dashed for her camera giggling like it didn't matter how bad she looked.

Gwen wished she heard that laugh now as she stood there and stared at her best friend, who looked so much worse now with her face ashen under the bright makeup. Ashen and twisted as she marched across the kitchen tile and shoved Gwen's flip phone back into her hand without even _blinking _as she kept her glare on her father.

Who looked so much more tired as he stared back as he turned so he could hide his arm and grab for his shirt at the same time. "Michelle, I was just - "

"I know what you were _just_!" Michelle snapped back, her voice high and shaking, as she stormed forward and grabbed Gwen's free hand and pulled her away. She didn't let go either, even though her father didn't say another word and neither did she. Not even when she raced down the hall and dragged Gwen behind her. Not until they were halfway up the steps and ran past her mom.

"Michelle?"

"_I have a guest!" _Michelle screamed back at the woman with words that tasted of dates that were too old and bitter, but she didn't stop. Not until they were back in her room. That was when she finally let go, that was when she just threw herself onto her bed and buried her face in her pillow.

Gwen stood there at the door rubbing the marks that were left on her wrist as her stomach twisted because she didn't know what she should _do_. She heard words drift up the stairs, but there weren't any shouts, and only one of the doors upstairs opened as Michelle's baby brother peeked out. Matthew's dark eyes were wide and scared as he stood there in Elmo pajamas until Elias was behind him, staring out over his head as he put his hand on his brother's shoulder. His eyes weren't scared at all, they were tired in a way that didn't have anything to do with just waking up as he stared at her.

There was a question in them, and a worry that made Gwen swallow even as she nodded. She waited until he pulled Matthew back and closed their door before she did the same with Michelle's and turned back.

Turned back to the girl who hadn't moved at all except for the shaking of her shoulders. The girl who didn't seem at _all _like the one Gwen knew. The one who always had a smile and a hug and couldn't stop talking. She was still talking. Gwen could hear the words that were so soft even before they were muffled by her friend's pillow and body and broken by sobs. " - _it, Michelle! Stop it! You have to - have to be - " _

Whispered words that Gwen didn't understand and couldn't imagine the girl wanted anyone else to know. That almost made her stop, almost made her turn away. Almost, then she took the last couple of steps and sat down. Michelle jumped when the mattress did, and again as Gwen's hand found her shoulder, but she didn't scramble away. "Are you okay?"

Michelle just laughed at that. Laughed a laugh that was wet and broken and miserable before she whispered, "I didn't _know_… He always - You must think I'm _crazy." _

"That's why we're friends, isn't it?" Gwen said her tone as soft as her joke as she squeezed the phone in her left hand and wished her doofus was here. He was always so much _better _with people than she was. He would know what to say and make them both laugh even now.

Somehow Michelle giggled anyway as she reached over her shoulder and squeezed Gwen's right, but she didn't look up. "You don't know what it's like, sitting here everyday _waiting_ when he's gone_ \- wondering _if this is it every time someone knocks on the front door and - and why didn't he just _tell_ me?"

"He didn't want you worrying," Gwen said into all of that and she hoped it would make _one _of them feel better, but the words sounded just as dumb when she said it as when Mr. Hallam did. "Boys are _weird _no matter how old they get." Michelle let out a bitter little laugh that made Gwen wish she could give the girl a hug, but she couldn't. Not without letting go of her hand and she'd _never _because ladies _didn't. _Neither did best friends. It had been years since Gwen had one, but she knew that. So she let the phone go and snuggled in close. "What can I do?"

"Promise me..." Michelle said and the taste went away, but she didn't sound any calmer. "Promise me you won't let him talk you into - !"

"Okay," Gwen agreed without giving it a second thought before her friend could even finish. It was the easiest promise she ever made. "I wear enough uniforms already anyway."

That time there wasn't any question about Michelle's laughing. "Tell me about it." She turned her head. Not much. Just enough that Gwen could see her bloodshot eyes and the wet spots on the pillow. "God, I barely even _know _you a - and I…" her face disappeared again. There weren't any more tears, but her back went so stiff as she laid there and shook her head before she buried it again. "I can't believe I let you see me like this! Go on, let me have it. I know you want to."

"Okay," Gwen said as she took a breath. "How dare you worry about your father. Bad Michelle."

"_That's _the best you've got?" Michelle giggled again into her pillow at that, the sound wet and messy. "You suck at this!"

"I know," Gwen lied because the girl she was holding wasn't her Doofus or _Marci, _so she just snuggled closer instead. "So you better ask for something else, because it's not going to get any better."

"Just…" Michelle said with a little shake of her head. "Just _talk. Please." _

"Okay. About what?" The question was dangerous, so dangerous because she didn't think she had it in her to keep any more secrets. Not tonight.

"I don't know. Just tell me something you haven't told me or _anyone. _Tell me _anything!" _

It was right there. Everything Gwen _should _say. Everything she _wanted _to. Everything she _needed _to. The heroing, the magic and the watch. She'd had an _alien _in the house, and her best friend didn't even _know. _An alien with her Doofus inside it, but it was still an alien. It was all there, all on the tip of her tongue. Everything she'd had to hide for a _year _and it was right there, just like the long hair Gwen was stroking with her left hand.

It was right there and Gwen choked. "I hate my hair."

"What?! Why?!" Michelle gasped as she pulled her head out of the pillow and turned and stared, her eyes still wet and red and shocked. "It's _beautiful!" _

"I've had this style for years and it's - it's _\- " _Gwen said, still sick and lost because this _wasn't _what she wanted to say, but it was still so true that it _hurt_. She pushed her hand through her bangs as the word _practical _rang through her head, "It's _boring. _No one - " No one gave it a second look. If it wasn't for the color she knew no one would give it - give _her - _a first. She looked at her friend's hair as it fell down her back in long curly waves. Hair that _everyone _noticed, even her Doofus and he never paid attention to _anything_. "I wish I had hair as cool as yours."

"This bird's nest?" Michelle snorted and sniffled. "And this is a good day! You should see it when it gets _humid__**! **_Why do you think I always braid it or put it in ponytails? And you want it? You really are Crazy!"

"Maybe," Gwen said as she hung her head. She _must _be. Who else would hero with their cousin and lie to their best friend?

"We can find you a new style, but…" Michelle said, her voice still teary, even as she poked at her with an elbow as she teased. "Tell me what it's like being you."

"Its…" Gwen started and stopped as she tried to put it all into words and she couldn't. Her brain just crashed. "I don't know. Being insane is just _exhausting _sometimes. _All_ the time - but… " she just shrugged. There was so much she wanted to say and couldn't, and so much she didn't even have the words for.

"No, I mean… What's it like being _normal! _ What's it like always knowing where you'll wake up next week? What's it like having more family around than just your parents?" Michelle sighed even as she snuggled closer. "I know you don't have a brother or a sister, so tell me - tell me about that cousin you're always grumbling about! I don't even _know _any of mine. Is he as big a pest as my goblins?"

"My Ben's _so _much worse, at least your brothers are _cute!_" Gwen laughed despite herself as she sank back down onto the bed. "But I thought you wanted to hear about something _normal?" _There was so much she couldn't say, but stories about her Ben? She could talk about him all _night _and never even get close to the hero stuff_. _"God, that _Doofus _has been such a pain in my butt since he was _born. _And he's _always _getting me into trouble. There was this time when we were helping his mom in her garden and he decided that we should look for treasure..."

Gwen's face was almost as red by the time she was done as it was black from the mud back then, but it was worth it when she heard Michelle giggle. So did it again and again as the one story turned into two and then three, but each one got softer. So did Gwen's words as her eyes got heavier until she finally sank until she sank down into the borrowed pillow and closed them.

And the last thing Gwen felt was someone pull a blanket up over her before they kissed her cheek and murmured, "You crazy thing." Then they snuggled in close and there was just the warmth and snores after that.

Snores that almost sounded like her Ben's laugh as he picked Kenny up and put him on his shoulders so they could both chase her, the two waiting for her in her dreams like they always did.

**Author's Note**

The inspiration for this chapter is from CMYK's Masquerade. I can't post a link, but its a great song and its easy to find on youtube.


	23. Sixteen Tons

Chapter 23: Sixteen Tons

_50 miles outside of Vicksburg, Mississippi_

_November 22nd, 1999_

_3:03 am_

Sometimes Max wondered if he ever really left that jungle in Vietnam.

The pull of the mud at his boots sure felt the same. The forest around him didn't have a single plant in common with that one, but that was just a detail. There were still branches trying to grab him and roots trying to trip him even with the faceplate of his suit giving him the sight he only wished for back then.

A sight he could have done without as it flickered from normal to unearthly every time he blinked. Flickered between colors and sights that he'd only heard about back in the sixties from people who tried things that they shouldn't have, and that the Plumbers found on purpose because there were things out there that people couldn't see, but the world was so much bigger than that. Bigger even than the shades of red and green that were infrared and the blue glows of ultraviolet. Even starlight just made the world look haunted instead of real with its ghostly white light and shadows as dark as space.

Max saw more of the world than he could have imagined that first night. He saw it and he still focused on the mud at his feet and the weight of the rifle in his hands instead as he kept moving. He kept following the glowing red dot in the corner of his eye that glowed like a star and the numbers under it that were getting smaller with each step.

The rifle was different. It was everything he could have wished for back during those three days. It was sleek in all the ways that Earth guns _weren't. _The weight was different, too, but the sound it made when pulled the trigger was all too familiar.

As familiar as the distant rumble of jet engines he heard overhead. A part of him still _ached _to fly even if those days were long behind him. He was a ground pounder now. The sky and stars were other people's playgrounds now and there were things that mattered more now. _People_ who mattered more.

But he couldn't help tossing a prayer to the man upstairs. "Overhead, do you have eyes on targets?"

"_Negative, Whiskey Tango," _a man's voice crackled in his headset. Crackled like it always did when the suit had to connect to human tech. "_There's no sign of the - " _

"Rogue drones," Max offered. It was a lie, but he'd told bigger.

"_Yes sir," _the pilot said and, even with the static, there wasn't any hiding his relief. "_No sign that the targets have left the kill zone. Radar is picking up a clearing and a structure - a large structure - where they went down, but - "_ the man's voice caught. "_We have no visual. Repeat, no visual. All we see are more trees." _

"Roger," Max murmured, still moving forward through all of that, even as a downed tree reminded him that some things changed after all as he climbed over it. Mostly his back and his knees, which ached as he climbed over it even with all that the alien tech that the Plumbers had begged, borrowed and stolen had done for him. The ache made him focus on the red dot in the corner of his visor that was only a football field and half away now. The red dot and the twenty-two green dots that were closing in on it from every direction. Four full teams of Plumbers and there were two more waiting in reserve not a mile away. It was almost every Plumber in this _hemisphere _and more than he had when he faced Vilgax for what he thought was the last time. It was almost as many as he'd had the night that Nimue walked into a Sludgepuppy base because of a mission gone _wrong. _

That mission and the mission that was supposed to pull her out again. The one _he _led...

His visor picked that moment and flickered to a view of the world he didn't even have a name for then and the word melted into a psychotic mix of colors that were almost as garish and horrifying as what he'd seen back then. Colors that made the world _bleed _as he led the rescue team in with his heart in his throat and his hands shaking even before he heard the 'Puppies howl all around him before they went quiet forever.

As quiet as the forest was around him right now...

_That _made him shudder. "It better not be a sign," Max muttered to himself.

Or he thought that's what he did. Then he heard a voice that came through his headset as clear as if the man had been standing at his shoulder and not clear across the ring. "_Repeat, Whiskey Tango?" _Wes Green's voice rumbled as he said that, and that still didn't hide the worry hiding under it. A worry that had been there since long before today.

And one that Max waved off like he always did. "Roger. Contact in five, Echo Tango. I want everyone frosty."

The words were easy to say. They would have been easier to do if he could _see _any of the others he knew were around on anything but lights on his HUD. Lights that swore that there were two other Plumbers not twenty feet away from him. Not two that he knew, those were all over by Wes_, _but that didn't matter. Not when the blue-gray of their suits blended in too well with the night that only luck would let him see a shadow of an outline even if he'd been looking right at them.

Not that he would have seen much more even if they were all in their birthday suits. They were everything that Max wished for during those hours in the jungle and every _day _last summer. Mainly because there wasn't a single one of them that would attack their equipment with rocks and screwdrivers or just turn things on willy-nilly as they flipped through a book. There wasn't a word on the radio. Not a single complaint about the mud or the bugs or being _bored _or anyone arguing at the top of their lungs as the world turned into a horror. There wasn't anyone racing away and dashing ahead even as he told them to wait. No flashes of blue and green or red. No moments of terror or pride. This was just a job done by trained professionals and not a game played by two kids who didn't have a _clue _about anything except that they should do the right thing.

Max sucked in a breath and closed his eyes because he missed his Grandkids so much that it _hurt. _

He only did it for a second as he took another step, but that was all it took in this line of work. _Everything _was different when he opened his eyes again. Every tree, every root, every leaf, even the hill he was about to climb all vanished like they never were, and in their place…

Max stared at the stately old manor that was standing in the middle of a huge lawn with flower beds scattered around. A house that might have been a castle if it was made out of stone instead of brick and didn't have even half as many doors and windows as it did. _None _of it looked like anything that belonged in this time, which was a thought that made him scramble for the radio even as he hit the dirt behind the wood beams that lined the bed next to him hard enough that the ache in his knees turned into a fire. One that he ignored as he barked out, "All units, halt! Repeat, all units halt! Cloaking device confirmed!"

The clicks of acknowledgment were a relief as the field itself. At least he wasn't cut off from the outside world. That had happened before, and he had the scars on his back that proved it. Not that he was worried about a few more scars as his hand flew for the controls on the left forearm of his suit and he turned on every sensor he _had _as he hit the dirt_. _Not when the universe was a big place and full of all sorts of creatures that could survive things that humans _couldn't. _

And the people he was hunting now didn't care that much about the difference if the dry, dead grass that he heard crunch under his knees were any sign. Neither were the dead flowers that he saw as he scurried as fast as he could over to the nearest bed and the thick timbers that surrounded it. The suit would protect him some, but he still held his breath the readouts all flashed green. All of them, just like they did in the woods. Far more normal than they should be considering how big an area was hidden and the ache he felt in his molars.

One that felt so familiar that he felt sweat trickle down his back even as he told himself that it wasn't so. He was almost ready to blame his suit until he called the others up and they all said the same thing as he studied the manor closer for any sign of life inside those walls.

His suit picked up the homing beacon as it screamed away on the other side of the building, but nothing else moved in that dark house besides that. Nothing but them as they closed the circle tight and nothing about that sat right. It was the only reason that Max ordered the obvious, "I want all eyes on that building," even as his every instinct warned him off like they had been since Vicksburg.

No, since that day over the jungle. He should have listened then and he'd give _anything _to listen to it now, but this was _still _their best lead.

And his Grandkids' best chance.

"_Got something, Whiskey," _Wes said. The worry was gone now as he got the edge that only came when you could say, "_Eyes on target." _

"Roger, Echo Foxtrot," Max went still again as he clicked his visor and saw through the man's 'eyes.' The mansion must have looked just as nice on that side once, but the giant hole in the wall took away some of the glamour. It was big enough that they could have driven the Rustbucket right through it, and the things must have made it on their way _out _based on the mess of bricks and glass that were scattered all over the lawn.

Bricks he forgot all about when he saw the _thing_ pace by again on the other side. The thing his eyes slid off of now just like they had when he saw it in the sky over Vicksburg. It and its brother, and he couldn't get his eyes to focus on either of them. Neither would their cameras.

They weren't black. Max knew that much. They weren't anything. They just _were._ Sometimes he thought he saw wings when he _made _himself look. Sometimes he thought they had fangs. Sometimes he thought they weren't even _there, _that they were just a hole in the world the size of vans as they slipped through the air in a way that wasn't flying any more than nothing was a color.

But for all of that, it was pacing back and forth on the other side of the hole like the world's ugliest lion and - for some reason - _that _was what sent a chill down Max's spine. That and not the way it got right back up after one of the rookies blew a hole the size of a basketball right through one just as it dove down on a school bus. It should have died. A shot like that would have killed anything else, but it took ten shots just like that just to drive it off. He would have wondered if they'd even hurt it if he didn't hear the things keening wail as it took to the sky again and its brother joined it.

A wail that his suit didn't detect, but it was there. He still heard echoes of it now, but only one. Its brother was finally silent. Silent enough that Max wondered if it was even there. It might have been. The room on the other side looked _huge _and what light there was didn't cut that deep into the house through the hole. Not that it mattered. They both needed containing.

He just wished that they were the real targets.

"Does _anyone_ have eyes on Black Sun?" Max asked even as he wondered again just what his grandson would call the one-eyed _things _that they found in Bosnia. Whatever it was, it would be a lot catchier than what the eggheads did. _Xenocites_. Honestly.

He waited for a single yes, a single sign that this was _over. _That he'd done it. He waited and waited until Wes finally came back. "_Negative, Whiskey Tango." _

Three little words. Three little words that made Max slam his hand into the wall. The next weren't any better.

"_This doesn't…" _Another voice broke in. One that wasn't part of the old guard, but Max knew it anyway. He didn't know the hesitation, though. Usually Luthor Albright's voice rang with the command that he'd earned years ago as he led his Rangers into the worst parts of the world. That was what brought him into the Plumbers. There weren't many who could save their team when they stumbled into a ghoul pack as big as his had, but he'd done more than that. He'd gotten his mission completed even with half his team down. That was why Max picked him for this and a dozen other missions besides. That and the fact that he didn't hesitate for more than a moment before he pressed on with the worst part of being a soldier.

Telling his superiors something that they don't want to hear. "_This doesn't look like a staging ground for an interdimensional invasion, sir." _

"They never do," Max bit out. He could keep himself from saying the words he wanted, but he couldn't keep them from twisting his face because he still remembered the bitter taste that his mother made sure came with them. A memory that made him focus. "Foxtrot, take the target. Contain and neutralize if possible. Sierra, back them up and then assist in securing the house. Lima, secure the perimeter. Papa, you're with me."

The clicks of acknowledgment came the second after Max started moving, his mind racing as he realized how little cover any of them had. He waited for the trap or the ambush he was sure was coming as they leapfrogged across the yard in short bursts, his knees reminding him of his age every time he knelt and got up and ran. He waited for the plasma fire, the boobytraps, for all the thousand and one nightmares that they'd found in Bosnia and Sudan and Indonesia.

None came.

The rough brick was a relief when he finally shoved his back against it. A relief that was broken when he heard the high pitched howl the target made as Wes and Albright's teams opened fire. The house _shook _as it fought and Max watched the thing try to escape, to attack, but it looked so lost in that huge, empty room as it clawed at the floor and walls until the stun blasts finally brought it down.

But the shrieks it made before then…

Thankfully, Max didn't hear them for long. Not over the bang and the crash of the blasting charges that shattered the windows on either side of him. Windows that were so big that not even he had any trouble jumping through them when it was his turn. He was a third of the way through the hole and already sweeping his section of the room, and it was as familiar as breathing.

The grunt he made as he swept his rifle over empty bookcases was less so. "Verdona's going to kill me..."

"_Whiskey?" _

"At ease, Foxtrot. I think I just blew up Masterpiece Theater." It sure looked like it. Everything near him was covered in dust now, but that hid the black and red leather upholstered chairs and couches only a little. The delicate reading tables didn't fare as well, neither did the lamps that seemed to be on every one. Lamps with candles like the chandeliers that were swinging wildly overhead. None of them were lit, but the dark didn't hide how big the room was. It seemed even bigger than the first house he shared with his wife, and he couldn't even begin to imagine the horror on her face if she was here now.

His wife's or his granddaughter's. And he could just imagine his grandson's glee right now.

Their horror would have been so much worse if any bookcases that stretched from the floor to the ceiling had a single book on them. They did, once, and not that long ago. He could see the line in the dust that shows where books used to be. Books of all different sizes. He wondered where they were now.

Max wondered a lot of things as the reports came in and he let them wash over him.

"_Entry hall secure." _

"_Kitchen secure." _

"_Basement secure." _

"_Workshop secure."_

"_Target secure." _

"Target?" Max asked as the last caught his attention. "There were _two." _

"_There's only one here now, Whiskey Tango," _Albright said as Max looked through his visor again, his voice a hum of tension as he scanned the high ceilings before he looked to the rest of the room. A ballroom. The house had an honest to God ballroom that was empty except for the slumbering _thing _and the Plumbers around it. Three stood guard while another four spread out. Max flickered through all their suits as he studied the room with them with the headlamps that cut into the dark.

Not that he saw much. Just the way that the light flickered in the puddle around the hole in the wall as they trampled through it and the red and black curtain that got knocked off the window that used to be there. The colors were splashed all over the room. They were even around the doors on the far end. The ones that were closed tight until Sierra Two and Three opened them and moved into the house so they could join the sweep there. Max shook his head at the sight. They were such a mismatched pair, but they worked together as well as anyone he'd ever seen, and the ivory-colored wallpaper that had seen better centuries even before someone… "Wait," Max said as a lamp swept across the wall by the hole and he saw what looked like scorch marks. "Take a closer look at that. I think that someone - "

The light bobbed as the man turned his head and moved towards the wall. A light that burned so bright as it curved - "_Foxtrot Four, freeze!_" Wes's voice boomed in the room in a warning that almost came too late. The bruised purple light flared bright as Four let out a shout and jumped backward.

If the portal was _any _bigger, there wouldn't have been a reflex fast enough in the whole universe that could have saved the man. Not as the air rushed through the hole in the world. Max read the reports of a house that disappeared inside one once and Xylene told him about whole worlds that just disappeared. Stories that flitted through his head as he stared at the little marble-sized light and remembered Niagara, remembered the alien machine that was tearing itself apart under his hands even as it held open a portal just like this. A portal his whole world disappeared into. One taken, one jumping in…

And he wasn't the only one.

"_If there is a null void projector in that __**timezone,**_ _I want it. Whiskey Tango," _Jim's voice suddenly snapped in his ear, his voice as much gravel as ever. "_It'll make up for the one you __**lost**__." _

"Negative, Merlin," Max answered when he remembered _how. _For once he let go of the rage that he'd felt since the man brought him back. He'd be angry later. For now he just focused on keeping his hands steady around his rifle and remembering how that day ended, how his grandkids came exploding out of that portal before the projector blew itself up even as he watched for any sign that something had the same idea with this one. "That wasn't made by alien tech."

Max's shock kept the anger from his voice, but it only made Jim's harsher. "_How do you know - " _

"Because I watched Nimue close one that looked just like this once," Max answered, still staring. Back when he started, back when he was on her protection detail. It had been years and years, but he still remembered how tired she was as she weaved her magic around it, the blue sigils burning bright against the violet until they both blinked out.

It took an age before her temper did the same thing, though, and he remembered every word. '_Damned fools, Max. The whole lot of them, opening a hole like this in the world and then not closing it? There are things out there, things between dimensions looking for a way in. Hungry things. Jim let them off easy. Grandfather would have skinned their hides for this first just like he almost did when - ' _

Max shook off the rest of her words as he added his own as the violet spark grew dimmer. Nimue always said the universe heals itself and this one should be shut in another few minutes, but the things had enough of a head start that - "I think I know where the second target went."

"_Through?"_ Jim hummed in thought. "_Then it's not our problem. Put a watch up and prepare the target for transport to Dulce. I want the rest of you in the air as - " _

"We haven't finished securing the house, Command," Max cut in. "We might still find something."

"_This is a wild goose chase, Whiskey Tango. You aren't going home today,"_ Jim muttered and he could feel the man's glare even a thousand miles away, but he didn't live this long by being a damned fool. "_Finish up __**fast**__. Merlin out." _

For once, Max didn't hear any relief at those last two words. He had the worrying suspicion that if he looked in a mirror now he'd see the same face there that he usually did when he picked Ben up from school, but he was a _professional _so he didn't mutter any of the words he was thinking like his grandson would have.

The world was too quiet without them. Quiet even as Albright started his search again, his light cutting through the dark. Slow and steady as he looked for another portal in the empty room.

Almost empty. "What's that at your 10?"

Albright didn't say a word, but he was always more a man of actions than words. His steps were slow and cautious and he never stopped scanning the room. Not until he got close to the thing in the corner of the room, and when he did it got his full attention - more even than the monster behind him - and finally got a word out of him that wasn't an order or a response to one. "What the - ?"

Max sucked in a breath as he stared at the heavy stone slab that was sitting there in the corner of the room. A slab covered in carvings, some of which were still stained red. The thick leather straps that were hooked into each corner should have looked out of place, and they were all the more horrible because they didn't.

It looked just like the one Max had seen before at the end of another nightmare, but it was Wes who spoke. "_Aztec_," he whispered, his voice hoarse.

Max just nodded even though he was alone now. "Someone found a sacrificial altar."

"_That doesn't look like any altar I've ever seen," _Albright said, "_How do you know_?"

"_Because we've seen one before_," Wes answered for him, his voice calm in the way it _had _to be for this.

Calmer than Max's as he added. "We pulled a little boy off of an altar just like this once in the jungle south of Jalapa." The mad dash up those stone steps as the cultists threw magic and bullets at them. All for a boy whose face Max didn't remember.

Not that it mattered. Not when he saw his sons back then in a boy that didn't look like either of them, and his grandson's now. Saw him crying and screaming as a man stood over him with an obsidian blade. One that Max shattered with a single shot back then. One that he missed every night for months after every time he closed his eyes…

Max turned away from that thought as quick as he could. He had to, or else he'd be running home just like he had back then. Albright helped and he didn't even know it.

"_Then you know what it does_?"

"Whoever did this didn't have the power to open this portal. So they took more. A lot more."

"_This is why the world is dead outside," _Wes intoned when Max stopped. "_They drained the spirit from the grass and flowers, too." _

"_Spirit_?"

Max shook his head and pictured Nimue here now. He could just see her spitting at all the things that the rookies didn't even know that they didn't know. "It has a lot of names. Spirit. Soul. Mana…"

Hers _burning _as she stood in the middle of the base even as the Sludgepuppies' own forms shifted around as they turned everything they had loose on her and it wasn't enough. Not after what they took from her. Not after what they unleashed.

"_Soul. Whoever did this stole a __**soul**__?_" Albright muttered.

"_There is more under the heavens than you could imagine, Captain." _Max didn't have to remember the look on his friend's face now. His voice said everything. "_But your disbelief is odd coming from a man who fought the walking dead." _

"_That was…" _Albright said before he took a breath. "_The only thing I know about the Aztecs is what I learned in school. The Spanish beat them and - _" His eyes went to the puddle and he took a deep breath even as he looked at the altar again. "_But, they sacrificed thousands of people. Not one."_

"That's because everyone can do some magic. You should see me in the kitchen," Max said in a very weak joke as he stared. "Take enough energy from enough people, and one person can do miracles like making sure that the rains come and the sun rises." One was true and one wasn't, but sometimes he thought the lab boys still sweated over it. He knew Jim did.

He _knew_ Jim did.

"_And take one person who could do miracles and... Damn. Any idea who it could be_?"

Max started at the question. One that almost sent him scrambling for the phone that was tucked away in a pouch at his side even though he was _sure _it wasn't. Not when he'd talked to both his grandkids while he was still in the air and the blood was older than that. They were _home _safe from _this. _He was sure, but he couldn't help the gnawing worry in his gut even as he gave the man an answer he knew his granddaughter would have killed for. "Magic isn't _rare, _son_. _There are so many people who have the gift and don't know it. They're just luckier than most, more intuitive." Until something like this happened.

But actually saying those words was too much.

"_Sir?" _Foxtrot two asked, his voice low as his lights found the table. "_What about the body? If they…" _Max watched the man tap his heart through Albright's visor. "_Shouldn't there be a body?" _

They went quiet after that. Quiet as Wes turned and his light found the portal and the creature lying beside it. "_Portals - portals go both ways, Son." _

"Find out," Max muttered as he closed his eyes. "We owe them that much."

He turned off his visor then and stared at the warm whitewashed wall in front of him. He'd had enough of that room.

He didn't know many of these new Plumbers, but they were as professional as the ones he did, so the search went fast. There was food in the pantry, still fresh even if mold was just starting to touch the apples that were waiting, The candles and candelabras that were _everywhere _were all of them showing signs that they'd been used recently and the trashcan there was _full_. Someone lived here. Maybe a couple of someones, but no more than that. There weren't any bodies or aliens. Albright was right, if the xenocites _were _extradimensional, they didn't come through here.

But something still happened here. Something that itched at him even as he moved through the kitchen and saw the black plates with the red rims that were just _waiting _on the counter. Waiting like the glasses in the corner and a box that was somehow cold even though it wasn't plugged into anything. He was brushing his fingers over the symbols cut into the surface when his radio clicked again. "_Colonel?" _

It wasn't hard picking out Sierra Thre - No. _Wheel's _voice. Max knew why they needed code names, but he felt too old right then to keep it up here any more than he could when the team was in the Rustbucker with him and the woman sat in Gwen's spot at the table. They weren't anything alike until the woman pulled out a picture of her daughter and smiled as she showed it off

Then all Max saw was Gwen.

But Joan wasn't smiling now, the quaver in her voice told him that much and made him stand all the taller because it didn't sound a thing like her. "Show me."

He waited, but his visor didn't change. "_No sir," _Wheels said, her voice cracking. "_I - I think you should see this for yourself. Second floor, end of the hall on the west wing." _

Nothing good ever came from those words and he took the stairs two at a time, aching knees be damned. The second floor was even fancier than the first, with a fine red carpet and art like nothing he'd ever seen. Art that almost seemed like it moved as he went by, art that showed violet skies instead of blue and a city made of crystal, but instead of aliens there were people. Normal men and women as far as Max could tell except for the robes they wore. Max saw them and filed them away when he saw Sierra Two waiting at the end by an open door. The big man couldn't seem to stand still as he paced back and forth in the hall with his rifle slung over his back and his boots leaving muddy footprints on the fine rug. Not even when Max asked, "Armstrong? Where's Wheels?"

"_She's in here, Colonel," _Armstrong said in a voice as low and deep as a foghorn even with his helmet on as he waved at a door that was half-hidden behind a tapestry. It probably would have disappeared entirely when the door was closed if someone hadn't put a bolt lock there.

One that Max brushed his fingers over as he ducked into the room. If Wheels was any bigger than her five foot four they never would have fit in there together. If there'd been a single shelf in here he would have sworn it was a linen closet, but there _wasn't. _There wasn't even a lightbulb except for the one built into Wheels' helmet. One that shined on the bare wall as she just stood there with her arms around her middle and her fingers twitching like she wanted her rifle back in her hands.

"Lieutenant?" Max asked as he slung his away even as he followed her gaze and bit off another curse. He'd thought the plain wood wall was bare of everything except some varnish until he saw the shadows her light cast. Shadows that played in the runes carved there. Dozens and dozens that were _everywhere _Max looked. Even on the ceiling and the floor under his feet. Runes that were so different than the ones he'd seen in the stone. Runes he didn't even recognize and maybe that was why he felt a chill. One he ignored even as Wheels ignored him.

She had her helmet off and he saw her short cut blond hair sweat-slicked to her scalp as she crouched in that small room with her head down. "Wheels? Joan? What - ?" Then he saw it, the mark that was burned into the cracked wood beams of the back wall, with the worst of it focused on a spot just over her head. A mark too big and unfocused for anything alien, or anything alien that would have left the building standing anyway.

And Max shivered because he'd seen marks just like that before and because the woman wasn't looking at it at all. She was just brushing her gloved hand over a stain on the floor under it that was almost as big as the handkerchief he had in his pocket. A spot stained the wood and the runes there the same shade of reddish-brown he'd seen so, so many times in his life. Max stared even as he slung his rifle over his shoulder and pulled off his helmet. The air was thick and stale and tasted like iron_, _but seeing this through his faceplate just seemed _wrong. _

"Neil was the one who saw the spots in the carpet on the stairs. Spots that led us _here_," Wheels murmured as she turned her head. Max thought she was looking at him for a moment. Then he moved aside and she almost smiled as she hugged herself. I think - I think that they were still alive when they… But none of the hospitals around here have any record..."

Max didn't say a word because he _knew_. No one made it to any hospital and he was getting too old for this. Too old and too tired.

Armstrong wasn't. His dark skin was ashen as he yanked his helmet off, but there wasn't any hesitation in the move. "And Wheels found _that." _He almost spat the words out until she jumped. Then he sucked in a breath, but he didn't say anything more.

Max closed his eyes and he almost heard his voice instead of the one he used on duty as he reached out and put his hand on the woman's shoulder. "This is always the worst part of the job - " He'd said those words just like his first colonel said them to him all those years ago. She just nodded like most people do, and Armstrong didn't even do that much. He just glared ahead.

Or he did until Wheels broke down giggling. A wild, painful giggle that shook her so hard that Max felt it through her suit. A giggle that hadn't even stopped when she whispered, "Show him the door, Neil."

Armstrong sucked in a breath, and Max knew at once it wasn't over his first name. "Hot Wheels..." The big man took a half step toward her as he reached out, the move gentle enough that it gave everything away. Like everyone didn't know anyway, but as long as they kept it between themselves no one cared. This job was hard enough and everyone found comfort where they could.

"Show him," Wheels told her man again as she just sagged into his touch. She was so small next to him, her head barely brushing his neck, but it seemed like she was the only thing holding the big man up when she said that.

Max felt sick even before Armstrong pushed the door closed and the room went dark. The dark only lasted until Max found the flashlight in his gauntlet, and then he wished he hadn't. There were more runes carved into the door, but Max barely even looked at those as he stared down at the doorknob and the marks all around it.

Scratches.

There were so many cutting into the wood, some just across the surface, some cutting deep into the runes. Those had brown stains of their own in them, but that wasn't the worst thing, the thing that Max knew he would never forget.

No, that was the fact that none of the scratches were even as big as his pinkie finger.

"Helen," Wheels started, her back still to the door as she hugged herself. "My baby had a sandbox a few years ago because she loved building castles on the beach and I loved helping her whenever I was home and her father wasn't being a…" she stopped and shoved the heel of her hand against her eyes then, but her voice stayed steady as she kept going. "We never got to go more than a few times a year and - and when she dug into it… The marks her fingernails left looked _just_ like that."

"Joan," Max's voice cracked as memories of his own came flooding up. Memories he shoved right back down because they were the last thing _anyone _needed. He tried to find the good in this, something that could make them both stop staring, but he'd never been one for words. The best he got was, "The scratches aren't new."

It was the best he had and it didn't help at all.

"The blood is, Colonel." Armstrong's words were short and clipped. "And there's a lot of it. I haven't seen that much since Manny broke his nose at basketball."

Max knew he was right, and it was enough that he put a hand on the wall before the thought staggered him. "Whoever was in here…" A name came to him, just like it had before, and he swallowed it down. Mostly. "She must have put up a fight."

"Sir?" Armstrong asked, his voice shaken just a little even as he reached for his rifle before he caught himself.

Max shook his head and looked around the closet. He kept her in a _closet. _"Whoever was here, they must have known what was coming, and they tried to fight, but…" He brushed his hand over the burn in the wood and the dried blood. Or maybe they didn't. Maybe it was a surprise and she didn't know what was coming.

He closed his eyes and hoped not.

"How - ?" Helen asked as she dropped her helmet. "How could _anyone - " _

Max didn't have an answer. Not for that. He'd never figured it out and he hoped that never changed, but they were _parents. _He'd seen their kids' pictures, just like he shared ones of his grandkids in a moment of weakness, and this wasn't any job for parents. "We'll report it. Close this up and go back to the transports. You two are done for today."

"No, _sir!" _Helen snapped as she spun around and stood up straight. Her face was wet with tears now, but she didn't seem to notice them as she glared.

"That blood's only a couple days old, Colonel! We're stayin' and gettin' the bastards," Armstrong snarled, his words curling like the fists at his side as his accent got thick. "After this? We're gettin' 'em."

Max gave them both a look before he gave in with a nod. "Scan _everything._" They didn't say a word of acknowledgment and Max didn't ask for one. He just watched them get started before he left them to it. The hall went on forever as he got out of that slaughterhouse and he felt greedy as he sucked in a lungful of air that was stale and still wonderful. He stood there with his hand on the wall as he blocked out as much as he could of what he just saw. All the things he should have been doing ran through his head should have helped. It did, a little. It got him moving, but something made him look in the door closest to the stairs instead of going down them.

The bedroom inside looked like the rooms that Lili had in her home and garden magazines with the tapestry on the wall and oak dressers that looked as old as the house. There was even a four-poster bed. One covered in the same black and red as everything else in the house.

The kicked-in door only ruined the effect a little, and Max felt his feet carry him across the room to the closet door that was hanging off its hinges. His hands shook when he reached inside, and he was still holding the black cloak that was lined with blood-red leather when Wes found him twenty minutes later. If he thought it was odd that Max was sitting on the floor with his back to the wall and his helmet and rifle sitting on the floor next to him he didn't say so. He just sank down on his haunches and asked. "What's that?"

Max stared down at the cloak and when he spoke it felt like he was hearing someone else. "Last summer, the kids went up against a couple of low-level sorcerers named Hex and Charmcaster." They were dangerous. He'd watched Hex attack both a museum and a convention hall full of tourists without a care, but they weren't worth the Plumbers' time. Not when they could both be held by the police the second his grandchildren got them away from their knickknacks. "This is the cloak he always wore."

He should have _known. _

"Low level?" Wes said, his own voice just a low as wrinkles marred his leather skin.

"They used a lot of charms and artifacts. Hex was bottom of the barrel, a red aura. He wasn't much without them. His niece was a violet and should have been dangerous all on her own, but she always held herself back and used them, too." Max never wondered why. It happened before, though, people who learned as they went and never knew their real strength. He was grateful for that back then. "They gave the kids so much trouble, but nothing that they couldn't handle."

_Trouble. _He could have _strangled _the sorceress after the mess when she switched her mind with Gwen's. Not for the trouble she caused or the fact that his Pumpkin ended up in juvie. No, he could have strangled the girl for showing him just how little he knew his granddaughter if a stranger could take her place and he didn't even notice. Not for a whole _day._

Unless he was wrong. Unless she never switched back and it was his Pumpkin who ended up -

"Our best lead in months and it's a dead end," Max said as he shoved that away because he knew the worry wasn't real and he needed to focus on what _was. _And those words were as real as the sweat and stubble he felt as he pulled off a glove and ran a hand over his face. "The first time we ran into Charmcaster, Gwen said that she was terrified of her uncle. That she said that she was just trying to get away. Gwen even tried to help her, and then she stabbed my Pumpkin in the back and - " And that was enough. He never even wondered how much of the sob story was true.

Now he knew, in the worst possible way.

Max tried to hold onto the anger he felt last summer, but all he saw was a scared little girl. He should have seen one with silver hair, but he just saw red. "She was just fifteen or maybe sixteen and…" And she should have had her whole life in front of her. "Hex was arrested in New Orleans. He has to be in the records somewhere and I want his picture up _everywhere. _I want - " He wanted the last year back, the last however many years it was since the first time that little girl got locked in all alone in the dark. He could have done _something. _If he'd been where he _belonged. _If he'd…

He could have…

Wes moved so fast then, and his grip on Max's shoulder was as firm as his voice. "It wasn't your fault, Max. This world has been unbalanced since before either of us were born. That is why the Holy Ones sent us here, so we can restore it, but you can't save everyone."

"I know." And Max did, but it didn't help. He was always too late, and he couldn't be. Not anymore. That thought made him look up at his friend and he saw the tension in the tight lines around his friend's eyes. "What did you find?"

Wes chewed on that before he finally sighed and answered. "Tracks."

Max couldn't face putting his helmet back on, so his eyes went to the screen in the arm of his suit. "Show me."

There was a flash and then he saw dead grass scattered around a gray gloved hand. A hand that was dwarfed by the mark that was gouged into the mud next to it. Max knew he was getting old because it took him forever to work out what he was looking at, but he hadn't tracked many things that had feet that big and only two toes. "A footprint?"

"More than one," Wes said as he watched Max and not the screen as the view shifted. More of the ground appeared, and more footprints and marks in between them that almost looked like something dragged a tail through the mud. The next few footprints dug into the dirt just as deep, but it looked almost angular and it led right from the hole in the side of the manor to the woods. Tracks that changed with each step as the video followed them. They seemed to gain and lose toes at random. None of it made sense.

And then it _did _because he'd seen tracks like that before. The thought hit Max like a baseball bat. "Avalon, I need eyes on Animo _now." _Of course, the madman got out - that's what he _did - _and when he found out _how_…

"_The Wizard of Oz is secure, Whiskey Tango," _Control said, her voice hiding all but the hint of her shock.

"Double check!" Max shook his head and felt his voice grow cold because they didn't know the madman or the number of times he was _sure _that they'd dealt with him. "And give me visual, I want - "

"_The Wizard of Oz is off the board, Whiskey Tango," _Jim cut in, his voice flat and cold. "_Finish up or you'll be walking the yellow brick road, too." _

The radio in his forearm went dead again at that and stayed that way for a long time. Long enough that Wes coughed. "Max?" One word, but it was sharper than the knife that Max knew his friend had in his boot.

"Another old problem," Max whispered. One he almost dealt with. One he _should _have dealt with. If he had… If he had, he'd still have more problems then he knew what to do with. "Where was it going?"

"I don't know." The words cost his friend something. Cost him enough that the wrinkles in Wes's face cut deeper even as he turned around and sat down next to Max with a grunt. It was the same noise Max made a few minutes ago, which was impossible because only old men sounded like that. "The prints _shrank _as we followed them. Shrank until they disappeared in the grass. Whatever it was couldn't have been much bigger than Kai by the time it was done. Or as big as the alien that left this."

Wes reached into a pouch on his belt and pulled out a plastic bag. One that held half a dozen things that looked like nothing so much as porcupine quills. Only the markings on them gave away what they were really from.

"An Erethizonite?" The aliens were as much vermin as the rats that they so closely resembled, and were almost as common out there. Max could _almost _see the Xenocites taking one just because of that, but Hex? "What's a Erethizonite doing here?"

"Putting up a fight," Wes said as he put the quills back. "I found almost a hundred of these things in the walls. Between that and the tracks, it looks like this Hex hunted bigger game than he could catch."

"Good." Max hoped it _hurt. _"Any idea - ?"

"I found a spot in the mud where someone hit hard. A spot with glass mixed in. I think that the monster threw the man through a window before it followed after. " Wes said with a deep sigh as he let his head fall back. "And some boot prints. Light ones. Prints that backed away from the house at first before they turned and ran as the monster and the alien followed. They almost made it to the trees before all three sets just _vanished." _

"Of course they did," Max said with a chuckle as he let his head fall back and his eyes close. "Magic. It's a good thing that today can't get any worse." The words were just a joke.

The man next to him just hummed in agreement, or that's what Max thought until the other man closed his eyes and sighed. "Kai had to get a physical this morning."

"Wes…" Magic and aliens and everything else disappeared at those words. So did all of Max's years as his eyes flew open and his head spun around. "Wes, I'm sorry."

Not that his friend noticed. Not when his dark eyes stared out into the distance as he sank into himself. "I promised her I'd always be there when she had to go. After…" The words disappeared as Wes swallowed, but he didn't need them. Max knew what his friend was seeing.

What Wes _always _saw after the call that ended with his granddaughter living with him and his wife. A call and the car accident that left far more scars on the inside than out on all three of them, but Kai was the one who spent weeks in the hospital when she was only six. A vision that the man shook off even if he couldn't the guilt or Max's hand on his shoulder. "Aswee said she could handle it, but they had some new blood test and - "

"Kai, too?" Max asked and the surprise made him cut in. Surprise and the hope that he could distract Wes for even a second. "Ben swore that he'd never go to the doctor again after his." And even Gwen had glared as she pulled up her sleeve. He didn't blame them either, not after he saw the pockmarked scar that marred their upper arms the last time he was home. "If you want, we can go hunt down the bureaucrat who ordered it and leave a scar or two on _them _when this is all done."

"Done." Wes said as he closed his eyes for a long, long time. Then he shook it off and stood up. "Come. My granddaughter needs me and I want to go home, but there are still buffalo that need hunting."

"I said that _once," _Max sighed at the reminder he didn't need. Not when he could still taste his boot even after all these years. And maybe, just maybe he put a little more into it than the old joke deserved as he added, "You're never going to let it go, are you?"

"Never." Wes didn't smile but didn't need to. The wrinkles that deepened in the corners of his eyes was almost as good. Especially when the man held out his hand.

A hand Max almost took before he remembered the cloak he was holding. "I'll be right there."

Wes gave him one more look before he nodded once and walked out of the room without a sound except for the hiss his helmet made as he put it on. Max let the cloak drop away as he picked up his helmet and put it back on. He could think of a thousand reasons why he shouldn't do this, but it didn't stop him. "Avalon, put me through to Zeta X-Ray One."

Control didn't answer right away, which was unusual. When she did, her voice was hesitant, which was unprecedented. "_Merlin left us orders that we weren't - " _

That should have been that. If today was any better it would have been. "It's almost Thanksgiving, Avalon." And he wasn't going home. Not today.

The line went quiet again for a heartbeat, then two, then twenty. "_Roger, Whiskey. Connecting now." _

Then a new voice came on. One he'd recognize anywhere. He was old, but he hadn't forgotten his nephew's yet. "_This is a surprise, Whiskey Tango," _Joel said, but he didn't sound it. If anything, he sounded like he was fighting back a laugh.

"I just wanted to know how you and Zeta X-Ray Two were doing," Max said, his chest suddenly tight.

"_Two is adapting. She's good at that, and this is a nicer house than she expected even on our pay. She's out in the yard right now being this and that." _The joke was a small one, but Max let himself smile anyway. Like Camille would be anywhere but at her husband's side. Some part of him couldn't believe that Jim allowed it, even though he knew why the man did. Need-to-know was the only religion he had, and the woman already did. The rest of him was just a little jealous even if he was grateful that his grandchildren still had family looking out for them when he couldn't. "_Do you want me to go get her?" _

"No," Max took a breath even as worry choked him. For all his denials… "Give her my best, but I just wanted a sitrep on the subjects."

It hurt calling them that. It hurt almost as much as Joel going quiet. No doubt he had orders from Merlin, too, but he was a Tennyson before that and no one in their family took orders well. "_Subjects stopped an armored car robbery in progress approximately twenty minutes ago._ _They arrived three minutes before the police, incapacitated the robbers and left." _Those words were crisp and professional enough that Max knew they were from the log. He also knew that they wouldn't last long, and they didn't. A laugh crept with the next. "_They were arguing the whole time, and the lip-reading program in our surveillance system _just _finally figured out over what." _

"What?"

This time Joel didn't fight the laugh. "_They're at each other's throats over whether or not 'Young Frankenstein' is a good movie."_

Max was sure that every Plumber around jumped as he let out a roar at that, even with his helmet on. He wished he could have wiped his eyes when he was done a minute later. The air circulator would dry his face in a second, but it wasn't the same. "Sorry, Pumpkin. You're not going to win that one."

Joel let out a bark of his own and he could almost see his nephew sitting back in his chair. "_So, it isn't a code? Merlin's been pulling his hair out for the last few minutes over it."_

Max snorted at that. "No. They've been fighting over _that_ ever since I found a theater playing it last summer." God, that seemed so long ago. Max closed his eyes and leaned back and tried to remember what it was like when he was just worried about making sure that his grandkids had _fun _as he showed them the world.

"_Subject two was rather adamant that it wasn't." _

"Her grandmother said the same thing," Max said, and his voice shook just a little as he remembered his Starshine's face when they left the theater for the first time. It took two more before she softened at all. He wondered if Ben would ever get to see the same thing. Probably not, even if she did change her mind. It wasn't like either of them to ever let an argument _go. _Not that it mattered. He'd let them fight all day for just a…

There were so many reasons he shouldn't have said what he did next. Enough that he'd be awake the rest of the week thinking about them, Max was sure, but he couldn't help himself. "X-Ray could - could you give me eyes on?"

There wasn't any hesitation this time. "_Roger."_

Max's visor flashed one more time and the mansion went away. Some part of him hoped that they were home and he'd just see the outside of their houses, but he knew better even before he saw the little smoothie shack and the picnic tables under him. Tables that were almost all empty, all except for the one at the very edge of the lights that held back the night. Max could see the shapes moving there. One was tiny and almost lost in the dark, but the other was too big and too white as they sat at the very edge of the camera's focus.

Then the world zoomed in on them and it was all Max could do to keep breathing.

He was _sure _that his Pumpkin had grown another foot in the weeks he was away as she sat on top of the table in her Lucky Girl costume with a smoothie in her hands. Her mask hid her face, but nothing could hide the fact that she was all riled up. Not with the smoothie in her hand flying this way and that as she argued with the huge alien that was sitting on the ground in front of her because there wasn't a table big enough on this world for Cannonbolt.

Ben's smoothie was so much bigger than hers, but it was still almost lost in this alien's hands. It took Max years before he could read most alien's expressions, but Ben's? It didn't matter what body his grandson wore, he _knew _that smirk as the boy lifted his smoothie with stubby arms and tossed it at the trash can twenty feet away.

"_Whiskey?" _

Even with the sound off, Max could have sworn he heard his granddaughter's laugh when Ben missed. A laugh he knew she was going to pay for even before Cannonbolt curled up in a ball and raced away before he made a 180 so tight it kicked up a cloud of gravel and charged right back at her. Max saw her mouth drop as she shoved herself up.

Her scream was just as silent as Gwen bolted off the table, her smoothie forgotten as her hands shot up with mana already burning around her fingers.

But all those years of karate didn't help her this time when Cannonbolt bounced, unblurred in the air, wrapped around her and curled back up before gravity even touched him. Then the giant rolly polly alien spent the next minute racing this way and that around the tables until he uncurled again and sent her spilling out as wobbly as any roller coaster ever left her. Max remembered his one and only ride inside the thing and he didn't blame her one bit.

"_You know, I never believed your stories until I got this assignment," _Joel said with a laugh as Gwen weaved this way and that on her way to the nearest table as Cannonbolt stood there behind her, his hands on his stomach as he cracked up. "_But I swear, these two are better than anything on TV." _

"_Whiskey Tango?" _

"So much better," Max breathed as he just stood there and stared at the screen on his arm as Gwen reached for and missed a table just as her knees gave out. He'd caught her a _thousand_ times since she was born, and it killed him that he couldn't now even as he tried.

He couldn't, but Ben did. The white and orange alien moved faster than Max would have imagined as a new and oddly worried look filled the alien's face. Cannonbolt darted forward and caught her with time to spare. It was a worry that Joel didn't feel as he let out a whistle. "_And I thought he moved fast at my wedding." _

"He'll always surprise you," Max murmured. So will she, and the worry on his grandson's face turned into horror as Gwen forgot all about being dizzy as she spun in his arms and pressed a kiss against the alien's cheek. "You'd think you'd learn, Ben…" Max laughed along with his granddaughter as his grandson pushed her away and stumbled over his own feet. He was sure Joel would too, until he heard his nephew make a sound like he was choking as Ben fell over and he just had to show the young man _some _mercy. More than Gwen showed her cousin, anyway. "It's her secret weapon."

"_Secret?" _Joel's sounding just as strangled as it was before Max explained. "_Unc - Whiskey Tango, __She does it almost every -_ !"

"_There's been a sighting down in Brazil, Whiskey Tango," _Albright broke in before Joel could finish. "_Avalon wants us wheels up in five. Merlin says that Lima can finish up here. Do you read me?" _

The words echoed in Max's head even as he watched Gwen dash away from her cousin. A dash that ended as she jumped on a glowing pink flying carpet that appeared at her feet and _flew_ just as Ben got up. Then he threw himself forward, curled in tight, and raced right after her as the cameras did their best to keep up. One last look before he whispered, "Take care of them, X-ray," before they vanished from his sight and the manor came back.

The manor and the cloak he gave one more look at as he pushed himself up and made for the door. "Roger, Sierra. On my way."

And jungle mud pulled at his boots with every step.


	24. Outside Looking In

**Chapter 24: Outside Looking In**

_Angelwood Academy_

_Bellwood, California_

_December 17th, 1999_

_2:29 pm_

Michelle Hallam never had many friends.

That didn't mean she was lonely. That would have meant that she was _alone _and there was no such thing on an army base, never mind the fact that she had two little brothers. There were always other kids around, but Michelle didn't consider more than a handful of them friends.

_Friend_ was a word that meant something more to her, something beyond kids being shoved together because their parents were serving. That was true even before hers got promoted and all the other dads had to call hers _Sir _and salute, but that didn't make it any easier. No one ever saluted _her, _but she was still the _Colonel's_ daughter and that meant so much.

Too much.

Too much during normal deployments, when the other mothers always wanted a moment with hers when they needed an ear or a shoulder and she was the babysitter. Too much because everything she did reflected on her father, and everything he did inevitably came back on her. Too much when things were normal, but when they weren't, when the war in the Balkans started...

No, the _Police Action. _The Colonel and the news were both so clear about that. Like they were handing out _tickets_ and not…

Like he wasn't risking his life. Like the news wasn't full of video of bombs being dropped and fire lighting up the night. Like they weren't spending days waiting and wondering if it was their turn whenever someone knocked on the front door.

So many doors _were_ knocked on during those six weeks - and Michelle _still _had nightmares about the sounds she heard coming out of those houses. Sounds that were so far beyond just _crying - _ but all they got were days without a word and then the Colonel came home at the end with bandages wrapped tight around his arm and chest, eyes that wouldn't meet any of theirs, and the news that they were heading back to the States. That his new posting wasn't an assignment out in the field but setting up a new base while he healed. That, for once, her mom wouldn't have to worry if he'd ever come back when he walked out the door in the morning.

For a while, that was all that mattered. Having him _home _meant more than the idea of being stuck in Kansas or somewhere out in the desert because the army wasn't about to send them somewhere _nice_. More than giving up Paris and Europe. More than anything.

It was the only thing that mattered until her mom came home and handed out uniforms as they were standing in an empty house that was in the middle of a town she'd never even heard of. One that didn't have any kids running around outside or anyone knocking on the door or the always present rumble with the sound of machinery. There was just the _quiet _as she told them all about their new school, about how it called itself an academy and it was the best in the whole area. How it had a name that was more than just some random numbers and whatever nickname everyone else came up with.

A school with a receptionist who just looked confused when her mama told the woman who they were and a principal who tried too hard to sound impressed and neither of them saluted anything. That was when it hit home. Maybe the Colonel was still called sir, but they were out of the army until the base was built.

They were on their own.

Michelle had been sweating bullets that first day when she was sitting in the principal's office with her monstrous little brothers she loved the stuffings out of. And then out of nowhere, a crazy red-haired girl burst in stammering gibberish before she stopped cold, and Michelle met the girl sitting in front of her for the first time.

" - isn't asking _where_ he is," Gwen said as she dropped her hand. She sounded so serious and all Michelle could see was the back of her friend's sweater and the copper-red hair that was _finally _brushing her shoulder blades, but it didn't matter. They had almost every class together and Michelle heard that tone in all of them, even in the ones when they couldn't sit together. The one that meant her best friend was _glowing _as she explained, "She's asking _why_ did she fall for a Montague, a boy that she knows no one in her family would accept."

Mrs. Adams gave her a nod and a little smile. "Very good, Ms. Tennyson."

Michelle didn't sigh at the woman's words, but she understood why everyone around them did. Not that it kept her from giving them all a glare. No, she just leaned forward a little after she did and eyed the jean-clad butt in front of her that was _just_ peeking out through the gap in the back of her Bestie's chair. The school on base used almost the same desk and she got more than one kick through that gap when she had to.

She could do it again. For just a second she wished that the school _wasn't _letting them dress like normal people today just because she knew the stiff leather of her Mary Janes would have hurt so much more than the rubber of her sneakers.

But the urge passed as quickly as it came, as quick as it had when she walked into the school this morning and saw clothes that she'd only ever seen in fashion magazines and heard everyone talking about what labels they were wearing. Clothes that Michelle's parents couldn't even afford to look at, much less buy. Not that it mattered. Not when she _knew _she looked good in her purple polo shirt and jeans that hugged her waist just like she liked. She knew it even before she walked out of her bedroom, but hearing her bestie say it?

Especially since Crazy Girl didn't have anything designer either, but looked _amazing _in her jeans and sweater and leather jacket. The soft brown leather looked like it was something out of the sixties with the tassels in the back and still looked good even as it sat on top of her friend's backpack, carefully folded up and just waiting for the bell.

Still, she'd kicked her friends before so they didn't get a swelled head and Gwen had so _many _reasons she should have one. Reasons that just _started _with her outfit and being the smartest person that Michelle had ever met. Reasons enough that she _knew _that her foot should have been sore since even before that little _wherefore art thou_ display.

Michelle might have even done it if the redhead didn't make a happy sound as she sat back and pulled her phone out of her jeans pocket. The move was quick and sure and if Michelle hadn't seen her do the same thing again and again over the last few months she might never have noticed. She was sure that no one else did. It was _Gwen _and who would ever _imagine _she'd pull out a cellphone in class_? _

No one. That's who. Especially after the mess Michelle heard about from last year?

The only reason Michelle did was because she knew that the redhead was Crazy right from the start and _nothing _over the last few months changed her mind, but it made watching her so much fun.

And that was why it only took a little bit more time - _maybe _almost a whole hour - for her to realize that Gwen might end up being her very first friend in a long, long time, too, just because of it. She spoke French and lied about it like she couldn't believe it was possible, she had the it-girls on the warpath against her, and despite it all, there was something about her that straddled the line between class suckup and aspiring rebel.

It was the rebel that stopped Michelle now. The smooth way that her best friend slipped her cellphone out of her pocket the _second _Mrs. Adams started for the other side of the class before the woman even had her back all the way turned. There was the barest glimpse of blue and silver in her hand before she had it in front of her, and if she really _really _listened, she could hear her tapping buttons.

Michelle bit her lip as she sat back because Mrs. Adams was _ancient, _but she had the eyes of a hawk and a grin would give _everything _away. So would the sound of ripping paper, which was why she was so careful as she tore a slip out of her notebook and wrote; **Your boyfriend is going to get you in **_**so **_**much trouble! **

It was an old joke now, one that went all the way back to when they met, and it almost broke her heart when Gwen showed her a few of the texts and she realized that it really was just her cousin bugging her even if the girl did grab the phone back like he was so much more than that. It was even cute that they were so close - that he was her little goblin - but that didn't mean she couldn't _tease. _

That was what best friends were _for. _

But that didn't mean that she was an _idiot. _She gave Mrs. Adams another look as she folded up the note and leaned forward. The woman was on the other side of the class now, her eyes on a boy as he said, "Okay. That makes sense, but it's the end that's completely _loco. _Why would they do that? The poison, the dagger? Who would kill themselves for a _girl?" _

Michelle gave him a look at that because _boys _were the crazy ones and always had been. She almost raised her hand so she could say so, but Mrs. Adams just smiled. "I was wondering the same thing about you, Mr. Lopez, not three weeks ago. Ms. Rodriguez here is a girl. Was impressing her really worth breaking your arm?"

The whole class laughed at that. Laughed like they didn't after what happened when he tried to ride his skateboard down the railing out front. He even looked good before he ran out of stairs. The only person who wasn't laughing now was also the only one who wasn't screaming when he hit the cement. Gwen was still staring down at her phone, as calm about the rules she was breaking as she was when she called 911 and made Julio lay still like she knew what she was doing and had seen it all before.

Crazy.

Michelle shook her head and realized she was wrong as she looked around just in case. There was someone else who wasn't watching the show on the other side of the room.

Marci.

The blond girl was staring at _Gwen, _at _them_. Michelle could see that from four rows away. Not like she used to, not like she had when Michelle first started when she just glared and sniffed like her Crazy Girl was something on the bottom of her shoe. She hadn't shot off a look like that in _months. _Not since the field trip.

Now the blond's eyes went wide before they darted away when she realized that she'd been caught. Darted away as she curled in on herself and her face actually _paled._

_Good. _

And the best part was that Gwen didn't even notice. Michelle _knew _that the redhead still felt bad about what she did when she went all Mr. Miyagi on Sean and Flint and that she'd do it again in a _second. _That's why she was Crazy.

And the best friend Michelle ever had. No one else ever kicked _butt _for her, and the only thing that made her forget the feel of Sean's hands grabbing her was how fierce Gwen looked when she kicked his.

But it wasn't _his _butt that Michelle poked with the toe of her sneaker as Julio raised his cast and asked, "She signed this, didn't she?" And it wasn't his hand that she slipped the note into as everyone else laughed after Gwen _finally _glanced back over her shoulder.

The little eye roll as the redhead took the paper was good, but the one that she shot back when she actually read the note was _gold. _The way her eyes narrowed like she was mad, like Michelle didn't know what her best friend looked like when she _was, _and her face didn't flush like that. That was why she poked that butt again even as she stuck out her tongue.

Which only got her another eye roll even as Crazy Girl pushed her phone back into her pocket. Then she leaned forward again like she was back in suckup mode. Michelle almost sighed at the thought that the show was over. Except it wasn't. She didn't think a thing of it when Gwen stretched her arms over her head before she dropped them down behind her back until something popped. That was normal, too, even if the girl's wild flexibility wasn't.

Neither was the bit of paper she dropped on Michelle's desk.

Michelle scooped it up as Mrs. Adams kept going on the other side of the room, completely oblivious. "And what about you, Ms. Rodriguez? Would you drink poison for Mr. Lopez?"

Michelle didn't hear what the girl on the other side of the room said. Not when Maria had her face buried in her arms, but she could guess from how everyone around her laughed, even Mrs. Adams. She might have laughed, too, if she wasn't busy reading.

The note was _not _short, but Gwen's never were and her painfully neat and tiny handwriting made up for it. **It wasn't **_**Ben! **_**And he's **_**not **_**my boyfriend! It was mom, her fundraiser is running late so she can't pick me up. We were going to go shopping because Karate is over for the year, but she said that if you can give me a ride we can hang out until dinner! **Gwen turned back and grinned over her shoulder at her, her eyes glittering and happy and it was all that Michelle could have hoped for. Fitting _fun _into her best friend's schedule made the Colonel's whole war thing look _easy. _

On _any _other day, this would be perfect.

But it wasn't and Michelle just felt _sick _as she looked at the note again. Sick enough that she didn't even rip off another strip of paper, she just flipped Gwen's over and started writing. **Mom's taking the gremlins downtown so they can see the decorations and shop! I was going to ask **_**you **_**if I could come to karate! **

Crazy Girl _always _said she could come and watch. She _swore _that her Sensei wouldn't care as long as she was quiet. Michelle would have, she thought about it almost every day, but she usually got stuck watching her brothers after school. Gwen said she could bring them, too, because they were still talking about signing up, but there wasn't any _way _Matthew could stay quiet for a couple of hours and Elias…

Michelle shuddered and her mind raced as she added two more lines - **Do you have a key? We could hang out at your place **\- because she was _not _giving up party time and there was _always_ a plan B, especially when vacation just started. That was the only reason she shot a look across the room instead of just shoving the paper into her friend's hand.

It was a good thing that she did because Mrs. Adams was on the move again. She walked back towards her desk, talking all the while. " - is one of the seminal plays written by the greatest playwright in human history, but that isn't why I assign it to all of my seventh graders. Yes, the play ends in a tragedy that's as exciting as anything you'd see on TV, but - as Mr. Lopez and Ms. Rodriguez have shown us - that's because nothing has changed in the four hundred years since Shakespeare put pen to paper. People still do the craziest things, things that they never _imagined _doing before the rush of hormones that you're all just on the cusp of experiencing."

This time Michelle joined in as the class groaned even as she leaned forward and pressed the note against Gwen's shoulder. Gwen grabbed it just as Mrs. Adams turned their way, her nose wrinkled and her eyes gleaming. "So I make you read this hoping that you'll learn from it and _think. _Think when you're trying to impress someone, think when you feel things you never have before for people you never imagined you would, and think so that you don't follow their example. Love is - "

Everyone moaned before, but the room sounded like it was full of zombies now. Not that Mrs. Adams _cared. _She just kept walking and talking as she paced the front of the room towards them. Some part of Michelle listened, the rest of her just eyed the clock and prayed that Gwen would nod _yes _when the bell rang in the next couple of minutes. A whole afternoon with her best friend. This was even better than she _hoped. _

Then she forgot all of that when she heard paper tear again.

Shock turned to disbelief as Gwen leaned forward again even as Mrs. Adams got closer and closer. She _couldn't. _She knew that the girl was crazy, but…

Mrs. Adams was cool for a teacher. Cool enough that she let Michelle stay for the week of detention that her best friend got for fighting after that horrible day at the museum. Cool enough and grandma enough that she even brought cookies just because she _hated _that Gwen got punished for what happened, too, but this?

Passing notes in class was her one button. Michelle learned that the hard way the first week of class, and she _still _remembered how everyone else laughed as the woman read hers out loud. The only thing she remembered better was just how sorry the girl sitting in front of her had been after for not warning her. Everyone still did it, but not like _this. _Not when the woman was _watching. _Even Crazy Girl knew better. That was why she let out the breath she'd been holding when Gwen looked up and _right _at the woman who was standing at the end of their row.

And then Gwen turned and dropped the note on her desk. She didn't even pretend she was stretching or _anything. _

The only thing more blatant than the move was the smug smile on Gwen's face as she turned back. Michelle felt her mouth drop as the girl turned back and just stared at the back of her head.

Stared for too long.

"What about you, Ms. Hallam?" Mrs. Adams' voice came down as she suddenly appeared on the left side of Michelle's desk. "What did you learn today?"

"That sometimes your friend is just _crazy!" _Michelle said, her voice calm and reasonable and everything that the rest of her _wasn't _as she reached for the little slip of paper. Maybe it was catchy because she had the wild idea that she could just make the thing disappear. Her fingers brushed it as she heard the rest of the class suck in a breath while Gwen turned and looked back and up at Mrs. Adams with a happy little smile.

_Crazy. _

Too crazy.

"I'm sure that the nurse would agree with you," Mrs. Adams said with a nod and no smile whatsoever as she held out her hand. "Now why don't you hand me Ms. Tennyson's note so we can know what she's thinking, too?"

Gwen's smile melted away a second too late as she spun around, horror clear on her face, and Michelle felt the scream build up as she held that slip of paper. For one wild second, she imagined shoving it in her mouth and eating it like the Colonel _swore _he did once. It was a thought that lasted until Mrs. Adams scowled. She didn't look angry. Michelle could have handled that. No, it was worse. She looked _disappointed. "_I won't ask again, Ms. Hallam."

"Michelle!" Gwen whispered, her eyes wide and glistening as she just _froze. _It didn't matter. The woman reached down and plucked the note out of her hand in that one moment that she just _froze. _Gwen's head spun up then as she grabbed for the note or the women or both. "Mrs. Adams, please!" She begged.

Gwen _begged. _

Michelle thought that would be the worst, but it wasn't. The worst came a moment later as she watched the redhead shrink down and bury her face in her hands after the woman said, "Honestly, Gwendolyn, I let you off with a warning _once. _I hoped you would have learned something, but obviously you didn't."

"Mrs. Adams," Michelle whispered. It wasn't the words she was thinking, but she couldn't make her mouth say _I'm sorry _as she stared at her best friend just as the girl's shoulders started shaking.

"No, Ms. Hallam," Mrs. Adams said as she pulled out her glasses and put them on. Michelle felt _sick _even though no one was laughing now. Not even Marci or Blair or Olivia. The three of them just looked _pale _as they shrank into their desks, and she _swore _she heard Olivia whimper before she buried her head in her hands. "Now, let's see what was so much more interesting, shall we?" She cleared her throat once before her voice filled the room. "'Don't look so worried, 'Chell. I just want to wish Mrs. Adams a Merry - '"

Everyone froze then, and the whole class went quiet even as Mrs. Adams looked up from the note and whispered, "Gwendolyn?"

A quiet that was broken as the Crazy Girl's head bolted up and she _laughed. _It was only once, a quick bark of delighted laughter, but her grin stayed as she pulled a card that was red with Santa out of her notebook and held it out. "Merry Christmas, Mrs. Adams." It was enough, the rest of the class joined in as the woman just blinked and took the card with a shaking hand. She took it and opened it and her hand went to her mouth as she read.

"You crumb bum!" Michelle shouted through her giggles as she launched herself across her desk and smacked her friend's shoulder again and again, which only made everyone else lose it more. "You crazy - " English wasn't enough. Neither were the words in French and Arabic or German, but there were a lot of ways she could say it, and she would learn them all.

She would make them her own ninjutsu until the words moved as fast as Gwen's hands did when they caught hers right out of the air. The speed would have made Michelle gape, but when she saw the wicked smirk on the redhead's face she just laughed again and wished that she saw her friend smile like that more often. And she wished that they didn't have a desk between them, because she would have pulled the girl into a hug instead of just getting her hand free and she regretted even doing _that _when the bell rang.

The sound hadn't even _stopped _before Gwen was suddenly pressed in all around by the girls who rushed over already talking. "God, we thought - !"

" - _amazing, _Gwen! I never knew you had it - !" "

" - love your outfit! Where - ?"

" - throwing _such _a party next week and you just _have _to - "

The words and giggles filled the air all around Michelle as half the class crowded around Gwen like they hadn't in _weeks. _Enough that they actually knocked Michelle's desk back a bit and stopped her dead in her tracks as her best friend just went _still _in the middle of the crush of words and hands and hugs, none of which Gwen returned. Gwen just sat there, frozen like the cat Michelle startled when she was taking out the trash. Frozen like she couldn't decide if she should run or fight...

And Michelle was the only one who even saw it. So she shoved herself up and shouted, "Hey!" Not that _anyone _listened.

Not to _her. _

"That's enough, girls," Mrs. Adams said in a voice that was the kind of pleasant that was just _chilling _as it cut through the storm of voices_. _"Class is over and I need to talk to Ms. Tennyson. Unless you'd all like to join her?"

That earned the woman the same glare that Michelle saw during too many lunches back when things were just _crazy. _Crazy enough that the redhead showed Michelle all the hiding places she'd found over the years just so they could _eat. _Places that Michelle wished she could drag her friend to now as Mrs. Adams glared down, but no one moved. Not until Mrs. Adams held up the note and the card that she was still clutching.

Then Marci and her two harpies _burst _out of their desks and ran for the door. It was the sound of the blond's hand hitting the door that broke the spell. The room cleared out so fast after that, leaving just the three of them. Mrs. Adams didn't take her eyes off of Gwen, who just sagged even as the woman reached over and patted her shoulder. "The price of celebrity, my dear,"

"The Doofus can have it." Those words came as close to making sense as the noise Gwen made into her arms came to making a laugh. "Thank you for..."

"You're welcome. But I didn't say that just for your own good." Those words came with a sigh as her thumb stroked the envelope. Her eyes stayed on Gwen even as she asked, "I take it that you weren't in on this, Ms. Hallam?"

Michelle frowned just a little, the yes right there even as she tried to glare at her best friend, who didn't look sorry at all even after her head shot up and whipped around so she could see. Maybe it would have worked better if the girl wasn't still so pale. "No, Ma'am," she admitted with a squeak.

"I'd tell you that you could go," Mrs. Adams said as her eyes finally flickered over, "but it wouldn't matter, would it?"

"No, Ma'am." This time Michelle's voice was firm.

She almost thought that the woman smiled at that. The wrinkles on the corners of Mrs. Adams mouth twitched, anyway, but if she did it didn't touch her voice as she sighed, folded up the card, and shook her head. "Gwendolyn, this is very sweet, but I can't let it go. Not again. Do you understand?"

Gwen sighed. "I know," she said as she pulled on her jacket and her backpack and followed the woman to her desk, and it was only the calm way that she said that that kept Michelle from glaring _too_ hard as she stomped after them. It didn't keep her from digging her fingers into her backpack straps as the woman bent over and started writing though.

Maybe that was why Mrs. Adams gave her a look as she stopped and tapped her pen. "This note is for you, too, Ms. Hallam."

"Mrs. Adams!" Gwen protested as a storm-filled her face. "She didn't - !"

A storm that was just barely placated when Michelle took her hand and squeezed. "It's okay, Crazy. We can do detention together again! It was fun last time."

"But - !" Gwen tried as guilt filled her face.

Michelle almost laughed at how heartbroken she looked before the noise of their teacher tearing the note off of her pad stopped her. "Here you go. Don't worry about having your mothers sign it." Michelle blinked at that, but not as much as she did at the note as Gwen took it and held it up, which was all of six words.

**Merry Christmas to my favorite girls. **

Michelle couldn't remember the last time she hugged a teacher, but she couldn't resist. Crazy Girl did for just a second, but she never jumped into hugs. It didn't matter. Mrs. Adams just laughed as she hugged them back for a long time. "The look on your faces! Then she just sighed as she pulled away with one last squeeze. "Go on, you two. I'll see you in a few weeks, but please… Save your notes for Mr. Hubeck's class?"

"We'll see," Gwen said with a little grin, suck up and rebel all at the same time

Michelle wasn't sure if she'd ever understand her friend. She hoped not, but that didn't mean she couldn't _tease. _That was the only reason she didn't grab Gwen's arm and pull her out of the room, and why she rolled her eyes the second her friend said her name as soon as they were through the door. "Nope," she said in a singsong voice. "Not talking to you."

Gwen's worried frown almost broke her. So did the way her friend hugged herself, but she held firm. "I know I should have warned you, but I didn't _plan _it. I was just going to give her the card after class, but she was watching us and I couldn't _resist._" Gwen grinned at her again, a grin that melted away as quick as it came as she hung her head. "Sorry."

And that was too much. Even for a tease. "For what, that was _awesome!" _Then she let out the breath that she'd been holding since she passed the last note and gave her the hug she wanted to. A hug that ended with her catching her friend's hand again. "But lying like that, pretending you didn't have a ride? That was just _mean." _

Gwen stopped dead at that and gave her a look. "I wasn't lying. Mom really can't pick me up."

Michelle sucked in a breath and stared. "I don't want to go shopping." Not with her family, not when she'd just get stuck watching the gremlins. And she wasn't anywhere _near _mad enough to drag her bestie into that mess with her. Not when Elias would just _stare _like the freak he was. She loved him so much, but he _was _and he was even _worse _whenever her best friend was around and Michelle didn't know why.

She didn't want to know either.

They just stared at each other until someone ran into Michelle's back, and that jostle was enough. "Please tell me you have a key?"

Gwen nodded and patted her pocket. Good, they could hang out at her house then. "But how - ?" She started before her eyes went wide with horror again. "The bus?"

They never rode it. Not when Michelle could count on one hand the days when one of them didn't have a ride, and Mrs. Tennyson was so cool about picking up her and the gremlins. The bus, though…

The bus was smelly and crowded and _loud _and she saw Gwen wrinkle her nose at the _thought. _The _horror. _

The only worse one was the idea that they'd get _stuck _here, which they would_. _

One look at the clock was enough to send them dashing out the front door and down the baby wing of the school for the parking lot and the line of buses waiting there. The line that was already moving and made them both start screaming as they ran.

Their bus was fourth in line, and somehow the driver heard them. Or maybe it was just because it was Gwen and she was _always _lucky like that. Lucky and just too much. "Thanks, Mrs. Patzik!"

Michelle rolled her eyes at that even as she searched the zoo for somewhere they could sit, her eyes slipping right over the empty one right at the front because _no one _sat there. It was something she never had to deal with on base, but here? Here she eyed the back seats and sighed because they were already full. Full of kids who were pushing themselves up and getting ready to call her bestie's name before she nailed them all with the stink eye even as Gwen's hand brushed her elbow. "There's a seat right _here!" _

"But - " Michelle started, but the redhead was already pulling off her backpack and sliding in, so she just sighed and followed. "How do you know _everything _about computers and nothing about _cool_?"

The words were just a tease, and one that always paid off as Gwen raised her nose and declared. "I know plenty _\- _!"

"Gwen?!" Another voice called out before she could finish that lie. A girl who sounded so surprised the first time she said it and delighted when she said it again as she popped up a couple of seats back even as Michelle glared back again. "I can't believe you're stuck riding the bus today, too!"

"Mom's tied up, Nadia," Gwen said with a smile that didn't touch her eyes and a tension in her back Michelle _knew _no one else saw. "Club stuff. You know how it is."

"Oh, you don't have to tell us!" Nadia said with a sigh that belonged in drama club as she tossed her dirty blond hair. "It's the only reason we're slumming it, too."

Michelle watched her friend frown at that and _knew_ she was thinking about the woman behind them because she was _crazy _and too nice for her own good. "It's not - "

"Speaking of slumming it," Kira added from Nadia's side before Gwen could say anything else, her face bright under her black hair as she pushed herself up. "We love your outfit! I've wanted to tell you all day! Especially your jacket!"

"Thanks, Kira," Gwen said with a shrug, her smile and voice both stiff as she crossed her arms. "My Grandpa got it for me."

Kira nodded like a puppy as Nadia waved her hand and the two slid apart on the seat. "You've _got _to tell us where! Here, come sit with us. We'll make this the cool seat today, and you can tell us all about what you're doing for vacation! Maybe we can all go shopping together. I've _always _said we don't hang out enough!" Nadia said with a nod and an eager smile. A smile that was as sharp as a dagger as she added, "I'm sure that Michelle won't mind! She's used to buses, and this one even has a roof!"

Michelle realized with a start that she'd seen that look before, at the start of the year when Olivia was handing out invitations for her birthday party and _almost _handed Gwen one before she yanked it back as Marci laughed. Marci and almost every other girl in the lunchroom, but these two?

They were the loudest, not that Marci even _glanced _at them as she led her two harpies away.

Everyone was watching them now though and the two _preened _at the attention while her bestie just stood there with a smile she could have learned from a catalog on her face and her fingers went white around her backpack straps. "That sounds like fun, but…"

The words were just as fake as her smile and the last straw. Michelle grabbed her hand and squeezed it even as she growled, "She's fine right here."

There wasn't anything warm in Nadia's eyes as they looked her over before and she braced herself for the words that she _knew _were coming from the second she walked into school this morning, but they didn't. Instead, the two just giggled into the sudden silence on the bus and shook their heads. "We'll be here when you change your mind, Gwen!'

Michelle gave them both another glare at that 'when' before she turned her back on them both and dropped into the seat. She tugged Gwen down with her and felt just how stiff she was as the other girl was when she did. That more than anything made her mutter a word under her breath. One that her mother would have washed her mouth out for if she was dumb enough to say it around _her, _but it felt _so _good saying it. "Chiennes!"

"Michelle!" Gwen gasped out, and Michelle felt the blood rush from her face because no one but her mom ever gave her a look that serious before.

Serious enough that Michelle melted into giggles at it. Giggles that made Gwen clap both hands over her mouth and that barely held in her laugh as they collapsed together. They were so close that Michelle felt the phone vibrate again between them, and this time she was _sure. _"_Now_ your boyfriend's calling!"

"Ben's _not - _" Gwen started yelling before the eyes all around found them. There wasn't anything fake about how she hid her face in her hands this time. Not when she moaned, "I hate you."

"No, you don't," Michelle cooed as she let her head fall against her friend's shoulder as the bus pulled out. It was going to take _forever, _but she didn't mind. She was sure she was right when she didn't get shrugged off, and even more sure who was on the phone when Gwen didn't even _check. _"You _luuuuv _me and that's why you're gonna miss me so much next week!"

There were a thousand jokes that Gwen could have made at that, but she just sighed instead. "I know." Sighed and pulled her jacket tight as the breeze from the window hit them in the moment the driver had her window open.

Michelle saw the move and the little shiver that went through her friend, even though the heat was on and it was only 14 degrees out, and rolled her eyes even as she watched the sky slowly turn gray outside. "You California girls, thinking that _this_ is cold. What are you going to do next week if it really does snow?"

"I don't even want to think about it," Gwen said with a misery that would have been more real if her lips didn't give her away. Lips that finally settled down into a sigh as Michelle just laughed, grabbed the bottom of her shirt, and tied it up so she could show off her midriff like she'd been _dying _to all day as everyone else moaned about the 'cold.' Not that Gwen was the least bit impressed. "And don't come crying to me when you get pneumonia."

"Okay, _Grandma," _Michelle just sniffed back. She almost left it at that, she would have if Gwen didn't move for the jacket's zipper, then she couldn't resist grabbing at it as she snickered. "Please, Crazy! I'm _freezing!" _

"No!" Gwen shouted right back as she slapped at her hands. It would have looked so sad if the girl wasn't fighting back a laugh. A fight that Michelle wished she'd _lose _just so she could hear the giggle that she _knew _was hiding in her friend somewhere, and that was why she slipped her hands under that jacket. Because she'd _tickle _it out if she had to! Gwen saw it, and her eyes went so wide as she curled up and shrieked, "NO! Stop it!"

She was _so _close, but that was when the bus driver bellowed, "_Girls!" _

Gwen jumped so high at that even as Michelle froze, but it wasn't the shout that made her stop. It was the way Gwen ducked her head and stammered, "Sorry, Mrs. Patzik," like being yelled at was the worst thing in the world.

But it was her Crazy Girl, and it probably _was. _

"Lucky!" Michelle sighed by way of an apology as she pulled her hands back and collapsed against the redhead again. The redhead who didn't even complain about the faceful of hair she must be getting because Michelle didn't tie her hair back this morning like she always did. She just put a clip in it because it was cute. Or Gwen _said _it was anyway but the girl still sighed at her fiery hair when she saw a mirror, so what did she know? For just a second, she thought she'd be shoved away, but she wasn't. She just felt an arm go around her, and that little side hug - the only kind that Gwen gave out without having to _think _about it, but that didn't make them any less special - was what broke her and made her slip into French so they could have _some _privacy. "_I can't believe I won't see you at all for the next few weeks_."

Gwen made a little noise at that even as she followed her into the language without even blinking. One day Michelle was going to find out just how many movies she watched because every word was perfect. One day. "_Getting ready for Christmas won't take that much time! You're going to get sick of me by the time school starts again." _

"_Am not,_" Michelle murmured as she snuggled closer because she knew what a lie that was. She wasn't sure if she'd have a moment to herself for the whole next week after today. "_At least I'll have you for New Years_," she sighed and waited for the answer she knew was coming. Only it didn't. There was just the sound of a sucked-in breath and sudden tension that made her shove herself up and stared at the girl, who wasn't looking at her at all now. "_Crazy_!"

"_I_ \- " Gwen started before she stopped so she could swallow. "_Mom and dad_ \- "

"_They won't let you come_?!" Michelle could have howled at that. She did throw herself back into the seat before she had an idea so wild that she couldn't believe that Crazy Girl didn't think of it first. She never tried, but _all _the teenagers snuck around on the base. Sometimes it seemed like that was all the older girls talked about, who was sneaking over so they could see whoever they were sweet on. She still remembered how they laughed and whispered to each other even as they showed her how she should do her hair and makeup, and some of the things they said…

They didn't make any sense, no matter how much those girls giggled and swore they would when she got older. Sometimes she almost wanted to ask the girl sitting next to her, and maybe she would have if Gwen wasn't ten months younger and almost her little sister. It just seemed _wrong_ even if teasing her with them was fun.

Almost as wrong as missing New Years, which was why Michelle leaned in a whispered, "_It's just going to be me and the family this year. You can't leave me alone with them! Just sneak over! Mom and the Colonel think that you're coming over anyway and you're only a couple of blocks away! They won't even - " _

"_I_ _**can't**__," _Gwen whispered back, and she looked so miserable as she did.

_"Why** not?! **We did it all the time back at the base when there were armed guards **everywhere** and _you're_ a ninja!" _Michelle groaned and put her hands on her eyes because there was only _one _reason that made any sense. "_I can't believe this. You have to learn to stand up to your parents, girl. I do, and the Colonel could have me shot!"_

"_No, he couldn't_."

"_That's not what he says_." Michelle shook her head, her words as automatic as the denial. "_Ask them again! I mean, you've got the best grades in our school and that's got to be worth a little partying on New Years, especially on the biggest one ever! Things could blow up_!"

The news had been going on and on about how the computers were going to die and then everything else would too and it was either party or hide and Hallams didn't hide. They didn't party alone either, and that was why she hit the redhead with her best puppy dog eyes.

Gwen let out a little whimper when she saw them, and that should have been the best thing that happened _today. _It might have been, but she _ruined _it by repeating, "_I can't_."

"_Why_?"

"_I have plans_."

That stopped Michelle. "_And you didn't tell me_?"

"_It's nothing big. My Aunt and Uncle are having a party and I told my cousin we'd hang out_."

"_You're kidding_!" Michelle groaned at that because she understood it _way _too well. She didn't even know how many plans she'd had ruined because the gremlins needed watching. It didn't make it any easier, or any more fair, and maybe that was why she said the thing that she'd only ever thought before. "_You deserve fun, too! After all the things you do? Can't someone else be on shrimp patrol for a night_?!"

She knew she screwed up the second Gwen went stiff, she just didn't know how much until she saw Gwen glaring, her green eyes filled with the warning that rattlesnakes only _wished _they had. "_He isn't a shrimp! Don't - !_"

"_Sorry!_" Michelle said as she flinched away even as she raised her hands because she couldn't even blame Crazy Girl for getting mad. Not after some of the stories she heard. The ones that just slipped out after a whispered call at lunch that stole the smile off her friend's face and put murder in those green eyes. She never got any details, but that didn't matter. She'd be _furious _if anyone treated her brothers like that. Or her cousins, even though she only saw them every couple of years if she was lucky. They were still _family, _and family was _everything. _"_I know he isn't and I'm sorry I said it. It just stinks that I can't see you on Christmas or New Years, but it's cool that you get the time with him." _

"_I didn't say he was cool_," Gwen said with a sigh and a flip of her hair. It would have worked better if her red hair was a little longer or if she hadn't gone Defcon 2 a second before. "_He's a total Doofus, but I put up with him anyway_."

"_Whatever you say, Crazy_." Michelle nodded as she fought down the eye roll that was right there. Not for the family thing, but there were more important things. Things she swallowed down until the bus _finally _stopped at the end of Gwen's street and they got off because she knew how loud she was going to be. Loud enough that French wouldn't do. Neither would Arabic. Only English or German would, and she didn't know enough German to do it justice. She grabbed her friend's arm and spun her around before Gwen could go _any _further and it all poured out. "But it's the biggest party night _ever_! Don't waste it at your cousin's! Come over. Have a life!"

"I have a life!"

Michelle rolled her eyes and opened her mouth so she could give _that _the answer it deserved, but she never got a chance. A snort filled the air behind them before she could even say a word. "Says you."

They both spun around and Michelle glared at the boy with messy brown hair who pushed himself away from the tree he'd been leaning on. The boy she never even _saw _standing there before he decided he should be a _jackass. _Way too much of one for the Shag Carpeting shirt he was wearing, which was just a couple of the reasons she bit out, "Excuse you?"

The boy smirked at the words, but he didn't even look at her. No, his eyes and smirk were both locked on her friend as he strode forward like an attitude and a mouth could hide the fact he was a good two inches shorter than either of them. "What? I'm just talking to the _Dweeb_."

Gwen glared right back as her hand found her hip. "What are you doing here, Doofus?"

"Do you know this _loser_, Gwen?" Michelle demanded. A nosy jackass was bad enough, but a bully...

The boy blinked and finally looked at her with that, his green eyes wide and shocked. "Did you just call me a loser?"

The words weren't a growl, but Michelle almost took a step back anyway because his t-shirt and the long-sleeved green one he had under it didn't hide his arms or the muscles in them. He didn't look any older than her, but that didn't mean anything. Not when he stood there like he was just _waiting _for a fight, and _no one_ picked a fight with her friends. So she jutted her chin out at him instead and snapped, "You heard me."

She waited for the flash of anger, but it didn't come. Instead, his eyes flickered back over and he almost sounded _disappointed _as he asked Gwen, "Loser?"

And Gwen laughed. It was the last thing Michelle expected. Not just for the betrayal, but because she never heard her friend laugh like that before. She still had a hand over her mouth, but her eyes gleamed as she shrugged. "She's new."

"Yeah, but loser? You told me her dad was in the army! I thought she would know something cooler than - " That was as far as he got because Gwen cut him off mid-sentence by glomping him.

Michelle didn't know whose eyes went wider, hers or his as he was knocked back three steps. The laugh was one thing, but a flying hug? She looked up, sure that the world ended two weeks early, but the sun was still there and still bright. She might have been every bit as shocked as the boy was, but he was the only one who blushed. His hands twitched at her sides like he didn't know what he should do with them even as he leaned in close and whispered right in her ear, "No fair!"

And Gwen just giggled.

Michelle gawked at the sound, at the laugh she'd been trying to get out of Gwen for _months. _Months of teasing and movies and sleepovers or just talking and she _never _giggled like that. She just laughed into her hand like she thought that she was doing something _wrong_.

Months of trying and the boy got it with a couple of _words. _He got a hug, too. A full-bodied one. Michelle just stood there and stared even as her best friend ducked her head down so she could rest her chin on his shoulder like it _belonged _there.

It was like Michelle didn't even know the girl.

When Gwen finally pulled back - she didn't pull away. She couldn't, not when her right hand stayed on his left shoulder and his left finally found a home on her hip, and Michelle just goggled at that. Not that Gwen noticed, she just smirked as she brushed her fingers across the side of his face. "Oooo, that's a _good_ one!"

The boy glared back, but as hot as his cheeks burned he didn't really look _mad _as he stood there frozen. The only part of him moving his eyes as they met Michelle's for just a second, just long enough that he squirmed at the attention. Squirmed, but he didn't even _try _getting away. He just repeated, "No fair," as his free hand twitched and she stared.

Michelle wondered if he would have complained if she wasn't, and when her best friend forgot she _was. _She couldn't think of another reason why Gwen would have jumped like that, or why else she blushed as she spun around with her mouth gaping.

No, she could. There was one so _obvious _that she couldn't believe she missed it.

There were so many rumors around school. Rumors about Gwen's mystery boyfriend. Not that anyone said anything when Gwen was around, but when she wasn't, when the other girls managed to corner her in the bathroom or the locker room they told Michelle _all _about it and she tried as hard as she could not to believe a word even as she noticed the phone calls and texts that Crazy dropped everything for, the way she always grinned when she pulled out her phone, and how red she got every time she got teased about it…

Not when she knew the truth, that it was just Crazy Girl's…

Michelle's voice caught as she stared at the two of them. She couldn't _believe _that she fell for the whole _cousin _story. Like _anyone _got _that_ excited when their baby _cousin _called! Michelle squealed with a giggle of her own as she charged forward and shoved the girl. "You _stinker! _Why didn't you just tell me you really do have a _boyfriend_?_!_"

She sounded as mad as she _was, _been mad and she _was, _but she couldn't stay that way. Not when their faces almost matched the color of Gwen's hair at those words, and somehow they looked even more _adorable _as they jumped apart as the boy stammered out, "W- What?! No, we're - !"

Michelle ignored the _obvious _lie and really looked at him. He was even _cute_ now that she knew the whole jerk thing was just him teasing Crazy Girl. He even had the same messy brown hair that Hanz did, and it made all the jokes she made about the redhead flushing every time she saw the poster hanging over her bed even _better. _It was almost as good as the boy's taste in music, and when she saw the bright band-aids around his fingers and knuckles…

She never _once _imagined that Gwen would fall for a boy who got in fights, but it made _so _much sense. She'd seen Crazy Girl with bandaids too after karate. They might have even met at the dojo! It was so romantic and naughty, them sparring in their _pajamas, _that she almost dragged the girl off then and there so she could hear _everything! _

And that was before she even saw those green eyes staring at her. Eyes that looked emeralds in his face. Eyes that looked like -

"So not!" Gwen shouted and cut right through that thought, the words spilling out of her so loud and fast that Michelle forgot about his eyes and stared at hers. They were _huge _as she shook her head. "Really, really, really not!"

Maybe they weren't _yet, _but considering how they were both freaking? Michelle bounced on her toes and squeezed her hands together as she bit back another squeal. If she had known that her friend had a crush she would have helped. Not that it looked like it would take much. They were _obviously _-

"This is my cousin, Ben!"

It was amazing how the human body could keep going even after the brain checked out. She heard the Colonel say that once and his voice and those words rang through Michelle's skull as she just stood there and she knew what he meant for the first time. She blushed a little. She blinked a few times. She even managed to keep breathing, but she wasn't even looking at them.

Instead, she was thinking back and trying to figure out how she'd read everything so wrong. The giggle, the hug, the blush. She had not felt this dumb since her last Algebra test. Just like then, everything pointed at one answer.

Just like then, the teacher said it was the wrong one and she didn't know _how_. Not when they were inching closer even as she stared at them. Close enough that their hands and shoulders brushed together. Too close. The Gwen she thought she knew liked her personal space and what happened today proved that the hard way. It even took _her_ weeks before Gwen stopped jumping when she gave her a hug. She still didn't relax into them, not really.

The boy - Ben - her _cousin_ was obviously exempt from that little rule.

Everything Michelle saw screamed one thing, but it couldn't be right. She had to say something. She knew that. Standing there like a statue would only end in bad places, and she didn't trust any of the thoughts that were rushing through her head. So she said the safest thing she could after she glanced down at the hand that was brushing her best friend's. "Nice watch."

"Thanks," Ben said. He smiled as he said it, but he looked a little panicked and she didn't miss how he hid the bulky gray thing behind his back. She couldn't miss it, but she couldn't figure out why. Did he think he was going to try to steal it or something?

She didn't know why he was freaking out and glancing over at Gwen didn't help at all. Her friend had the same fake smile on now that she'd only ever seen her use when the It Girls walked up and seeing it now - seeing it used on her - _hurt._ It hurt enough that she found a lock of her hair and started pulling on it, glad that she hadn't done it up this morning so she could pull the curl out of it and keep it out of her voice, mostly anyway, as she asked, "Watch Boy's your cousin?"

"My Doofus," Gwen corrected, and he nodded before the panic came back. "And his name's Ben! Not - "

"The one you are going to spend New Years Eve with." Michelle rolled over her and got another nod. She watched Gwen glance over, and Ben caught her eyes. The blushes came rushing back then, just a little. If she wasn't so crazy aware already Michelle didn't even think that she would have even noticed.

But she could have been _blind _and still noticed the obvious. Like he _so _wasn't eight like she thought and like Crazy always made him sound in her stories. Like she made him sound just a few minutes ago on the bus. "_He's _the one you're babysitting?"

This time there wasn't anything subtle about how the boy - Ben - Crazy's _cousin_ spun around. "_Babysitting_?"

"Well..."

"Please." Ben snorted as he poked Crazy's shoulder. "They're ringing in the Bennenium and I'm the one stuck on babysitting duty."

Gwen gave his chest a shove at that. "No way! You say that again and I'm going to kick your butt all over the mat at the next practice!"

Ben scoffed. "Who kicked whose butt last week?"

Gwen grimaced and her hand went back to her backside. Michelle had wondered why her friend had sat on her jacket for most of last week and now she knew. She winced and squirmed as she imagined getting a bruise _there. _"You got in one lucky kick and I _slipped!_ And it's only supposed to be a figure of speech, so you can wipe that smirk off your face now!"

"Bennenium?" Michelle broke in, her voice crackly as her hand found her own bottom and she imagined remembering that smirk every time she sat down. The thought made her shiver, not that either of them noticed.

"My cousin is delusional. Ignore him, everyone else does." Gwen said as she poked Ben in the chest again. "Besides, it's going to be the Gwennenium."

At least the arguing sounded normal. Sounded like _family. _She must have misread everything. Gwen could have just thought it was fun embarrassing him. The giggling, the smile, the whisper in the ear. She must have misread it all.

It sure wasn't anything she'd ever done with _her_ cousins, but that didn't mean anything. Did it? And they were cousins. Now that she was _looking _it was written all over their faces, but especially in their almond-shaped eyes. They had the exact same eyes. Not just the same color, but the same _everything_. She'd never seen anything like it before.

"It won't even be the Gwenecade." Ben snorted. "I didn't see a statue of YOU when - "

She'd never seen anyone move as fast as her best friend did either as Gwen shoved her hand on Ben's mouth at that and they both gave Michelle a look that was just this short of panicking. Michelle just shook her head. Every time she thought she had a handle on this thing between them, they did something else strange.

Like him licking her palm.

Gwen let out a disgusted little squeal and pulled her hand off of Ben's mouth. She glared at him and wiped her hand on her jeans as he just smirked back.

"You two are weird. Like Ripley's weird." Michelle gave her friend a look that felt like she was smiling even as her thoughts spun around in circles. "This is why I call you Crazy."

Ben's attention moved to Michelle and the smile changed into something that still looked like one but so _wasn't_. "You do?" It almost sounded like it was just a question, but the snake rattle was back. Apparently, it wasn't just their eyes that they shared, but Michelle never would have guessed that being protective was genetic. "_Crazy?"_

"Don't even _think _about it, Doofus! _She's _the only one who can call me that." The words were heated as Gwen grabbed his arm and so was her glare. "Unless you want her calling me _Dweeb." _

He winced at that, one more bit of weirdness thrown on the pile. At least the way he said, "Whatever," was _almost _normal. So was Gwen's smirk because she _won, _but there wasn't anything ordinary about how she didn't let him _go._ Michelle stared at her hand on his arm and how neither of them even noticed.

"What are you doing here, besides being _disgusting_?" Those words sounded normal, too, but the way she grinned as she said it? Michelle _never _saw her grin like that, not even when they sang karaoke.

"Grandpa's back."

Michelle could have cried at Gwen's excited gasp because _that _was a reaction she understood. The girl went on and on about her grandfather almost as much as she did her cousin and he sounded like the coolest man _ever _when she wasn't complaining about him being gone. It was easy to tell when he left, too, she always got so _quiet_ and touchy for the next couple of days when he did. Almost as touchy as she was right now as she smacked the boy's arm. "And he couldn't pick us up? We rode the _bus!" _

"Duh, we _saw _you. Pick up the phone next time," Ben shrugged like it was obvious, as obvious as his smirk when Crazy's mouth dropped at that. "So we came here and waited. He's getting all the decorations out and - "

"He's decorating? But we always do that together!"

"So we've got to hurry. And I've got even better news," he said. He leaned in close again. "Presents!"

"Presents?"

"I saw him putting them on the table when I was coming to get you. We're getting two Christmases as soon as our parents get here!" The two of them did a happy little dance, and then Gwen ran over.

Michelle didn't even get a chance to blink, much less brace herself before the girl all but tackled her with a hug. She felt a laugh bubble up and a tease about how her cousin helped her relax, but she didn't get a chance. Not before an avalanche of words filled the air.

"MygreatauntishavingsurgerynextweekandGrandpasgoingtohelpher,wedidn'tthinkwe'dseehimat_all_thisyear!" Gwen said in an excited squeal, the words smushing together. Then Gwen just bounced and hugged her even tighter as she shouted the one word that mattered. "Presents!"

Michelle nodded, but she couldn't leave it like this. It would be easier if she could get Ben alone for a second, but she didn't know him well enough. Not for the test that she heard the other girls talk about even if it wouldn't have cost her first kiss and it _would, _which was too much even for her best friend. Gwen, though? Gwen, she could read. She hated to do this to her best friend, especially when she was so excited, but she had to know one way or the other. So she took advantage of the hug as she wrapped her arms around her friend and twirled the two of them around so that her back was to Ben. She didn't want him butting in as she leaned in and asked, "So that's the cousin, hm?" She said with a purr and waited.

Gwen's eyes went wide at the words, but they didn't burn with jealousy or the blind rage Michelle had seen before and dreaded. She didn't even have the fond mix of annoyed love that Michelle felt every time she thought of her gremlins as she looked over her shoulder. No, she just smiled and bit her lip as she looked over Michelle's shoulder.

It was a look that Michelle saw on her mom's face every time her father snuck up behind her and surprised her with a kiss. It was a look of pride and joy and something else. Something she had only ever seen in her mom's eyes whenever her father came back from deployment and her best friend came home. Even her tone was the same as the girl nodded and murmured, "That's my Doofus."

That look and those words were enough.

Michelle _knew _that she might be Gwen's best friend. but he was more. More than a friend, more than a cousin. It didn't make any sense, but he was. She wanted to scream and shake the girl. Instead, she gave her friend one more quick hug before she stepped back. "Cool guy. Call me when you get home. You can tell me about your haul."

Gwen nodded, but she got that squinty look in her eyes that always came when she thought something was up. Michelle knew that she was about to ask what was wrong when her cousin spun around on his heel and dashed down Gwen's street towards the RV that was waiting in front of her house and must have been there this whole time before it got lost in the drama. His smirk was _huge _as he shouted over his shoulder, "Winner gets the first present!"

"No fair, Doofus!" Gwen screamed right back, but her face glowed even brighter than it did when a teacher was proud of her. She gave Michelle a quick apologetic look and Michelle waved her off. With that, the red-head took off after her cousin and the street echoed as she hollered happy abuse at him.

Michelle watched and waved again at them, not that either looked back. Once she was sure that they wouldn't hear her, she let her hand drop so she could pull her hair over her shoulder and stroke it. Then she just shook her head and whispered, "Crazy. Crazy even for _you_, Crazy Girl."

\- o - o - o - o - o -

**Author's Note**

ZilpaEden made another great piece of fanart showing the epic meeting in this chapter - and that inspired the clothes that they're all wearing. You can see it and leave her reviews at deviantart /zilpaeden/art/Who-s-this-Crazy-804758158?comment=1


	25. Their World is Changing

Author's note 1. There has been a minor change to the last chapter. I couldn't get the planned ski trip to work, so now the kids get to enjoy a rare snow day at home instead. Thank you.

Author's note 2: The title for this chapter was taken from 'Where are you Christmas" by Faith Hill.

**Chapter 25: Their World is Changing...**

_Gwen's House_

_Bellwood, California_

_December 24, 1999_

_11:32 pm_

**'Twas the night before Christmas, when all through the house**

**Not a creature was stirring, except for a gray-skinned alien the size of a mouse;**

**Who paced to and fro outside the window barely aware **

**As he chose his words with great care…**

\- o - o - o - o -

"- lyn, you are a female sapient bipedal creature of..."

Greymatter stopped his endless pacing on the edge of the snow-filled gutter as four tiny fingers found the spot between his bulbous eyes that usually increased his mental acuity by three percent when he pressed down on it. _Usually._ "No, no, no. There's no need to point out the _obvious! _What are you, a Cerebrocrustacean?"

The words ended with a high-pitched sigh as he let his shoulders slump as he sank down onto an asphalt tile. For just a moment, he thought about thinking about something _easy _as he sat there_, _like plotting out the eleventh-dimensional vortexes that made up the universe…

But those made _sense. _Those were logical and predictable and everything his mental processes _weren't _anymore.

"I don't understand it." The words were a misery all on their own as they spilled out for an audience of none. "For the last sixty-four planetary rotations I've found myself beyond words or rational explanation for the strange and alarming biological processes within me whenever you draw close to my bio-electric field, Gwendolyn. I look into your eyes and find myself more lost than when I stare into the cosmic background radiation, looking for patterns in the chaos..."

Ben opened his eyes then and looked over his shoulder, hoping he'd see her there in her dark window even though the thought was completely illogical. Not when the only light on in the whole house were the two candles that were burning by the kitchen window downstairs. Candles that he'd watched his aunt light as he waited for the watch to time back in so he could _think _in the only way he knew how from his perch in one of the trees on the other side of the fence. Watched and almost ran up even though it was such a _stupid _idea just because he'd seen her face in the dancing flames of the match after she struck it…

And how the light caught in what looked like tear tracks on her cheeks, but it _couldn't _be. His aunt would _never…_

Never cry over candles, never all but collapse into his uncle's arms when she was done or let him lead her away. Not on Christmas Eve. It just didn't make any _sense. _

"Madness, all of it," Greymatter muttered as he shook his head and tried to push the image away. As illogical as him being _here_, freezing on the snow-covered roof with his Dweeb's window behind him and a wrapped box almost as big as him sitting next to him. One that was wrapped in glossy paper the exact shade of the part of the visual light spectrum that he knew she preferred and that he'd put down on a part of the roof that he'd so carefully scraped the snow off of so it wouldn't get ruined. Not even his phone got that much care when he tossed it down on top of the box, and _why? _All logic said he should have just left them in his pocket where they'd be perfectly safe in the storage sub-dimension inside the Omnitrix, but he didn't. His primitive primate form couldn't shake the feeling that seeing them might be the necessary spark of inspiration that even a hyper-advanced brain sometimes needed.

They just made him ponder more questions instead, like why was he doing _any _of this? Just so he could see his Dweeb's face when she opened her present? Just so he could see her smile? "The fractals of your smile…"

Pure. Simple. True, the whole universe was caught in Gwendolyn's face every time she did just like it was in the frozen fractals that were falling all around and somehow in the stone that was waiting inside the box...

"Nonsense. Poetic _nonsense. _As if the mere movement of her lips could be so..." Greymatter whispered even as he shivered and felt his hearts race at the thought. One that destroyed all the ones that came after and left only the random sparks of neurons behind so they could tumble out of his mouth. "There comes a time when… no, no. There are some idioms that are...ugh. It should be transparently self-evident how I...Great gyroscopes, NO. Come on. You're in the body of the most intelligent creature within the Milky Way Galaxy and this isn't difficult. You're just trying to tell her that you..."

Greymatter sank down into the snow and buried his face in his hands before he could finish that sentence. Not that it helped. Not as much as the sudden beeping he heard coming from his back, or the flash of red light that the night swallowed up as he timed out and went back to being Ben. At any other time, he would have missed the crystal clear clarity of being the little guy. Now he just groaned into his gloves. "Why is this so _hard?" _

It was _stupid! _He'd faced monsters who held saws against his arm and mutant animals and ticks the size of buildings! He'd saved the _universe _and...

And it didn't matter. Not in the face of the words he couldn't say to the girl who was on the warm side of the roof. "If the Dweeb saw me right now..." he said after a while, and he couldn't help letting out a laugh that turned into a cloud around his face. She'd _smack _him. He knew she would. She'd do it because he was out here freezing like a _Doofus _instead of just…

That stopped Ben dead and made him lift his head back up so he could look at the shingled roof again. "No _way _is it that easy." He shook his head as he said that, but he got up anyway. Got up and made his way to the edge of the roof and her window as his boots crunched through the dirty snow there. He only stopped for a second so he could scoop up the present and his phone and shove them both back into the pockets of his jacket. Then he took that last step and tapped on the glass. "Dweeb?"

The word was barely a whisper, but she'd heard words he'd said softer. Usually so she could get him in trouble, but still…

Not that anything moved in the room on the other side. Especially not the shape he saw lying in her bed and so cocooned under the covers that not even her head was sticking out. He should have laughed when he saw just how far she'd go to get away from the cold, but he just smiled instead. Smiled and made up his mind. "Hero time," he whispered even as his fingers ran over the window that she never locked and found the catches that alien claws had worn there ages ago.

"You can do this," Ben whispered as he pushed the window up and slipped into her room before he closed it again so she wouldn't _freak_. Well. Not because he made her _colder _anyway. "Youcandothisyoucandothis!" His boots were barely any louder than his words as he turned around and realized he was wrong.

There was _some_ light in here. The usual pink glow from the baseboard and the frame of her door that was so soft it was worse than nothing and he didn't even really notice anymore. Not when his feet knew the way to her bed and not when he felt sweatier and grosser with every step in a way that didn't have a _thing _to do with the sudden heat, but he didn't let that stop him. His stomach was in his throat as he called her name again and reached across the bed for her shoulder, where his hand hesitated for a lifetime before he brought it down.

And it sank into the pillow hidden under the blankets. "Wha - ?"

"Gotcha!" Gwen shouted as her closet door banged open behind him. Ben screamed even before something cold hit him in the back of the head and sloshed down the back of his shirt. Something that turned into a snowball as he spun around and another one hit him in the chest, the white powder exploding like her laugh when it hit as he caught a glimpse of an open cooler half-hidden in all her clothes.

"Hey!" Ben shouted even as he ducked low and reached for the still red watch on his wrist as his heart raced like his Dweeb as she dashed across her room. He barely got a glimpse of her in her thick powder blue coat as she pulled her hood up with one glowing hand and waved the other at her window, which caught the same glow and shoved itself up even as she grabbed the sill and vaulted through boots first with just four words breaking her giggle.

"Tag, Doofus! You're it!"

And just like that, the chase was on. One that led them across the roof for the drainpipe that they slid halfway down before they threw themselves off of in a move that they'd both made a hundred times. The only difference was that the snow was just a little bit softer than the grass as Ben tucked in tight and tumbled off his momentum just like Sensei taught him. Then he was back on his feet again not ten feet behind her with a scooped up handful of snow.

Ten feet that were more than enough for her to make it to the fence in the backyard. One that was usually covered in roses pricklier than he wanted to admit, but were cut back now. Not that roses would have stopped her, but maybe they would have kept her from dodging his snowball at the last second. "Missed!" Gwen cheered as his wild throw hit the wood an inch from her ear as she hung there on one hand and stuck her tongue out at him. Then she swung back and scrambled over the top with him right behind.

The snow was _so _much thicker in the woods behind her house and he didn't care. Not when it made following her tracks so easy as they led him deeper into the woods before they just disappeared. _She _disappeared, but her voice didn't. "What took you so long anyway? I was _melting _in that closet!"

"Nothing!" Ben shouted right back as he looked all around, but he couldn't spot her. Not in the shadows of the bare trees all around. Trees he stuck close to because he _knew _her. She could be up in any of those branches by now. So could he, but until the watch timed back in she could _fly _and he couldn't. And she called _him _a cheater. "I was just busy counting all the loot I'm gonna get tomorrow, Dweeb!"

"Ben!"

"Like you didn't do it, too!" Gwen might be the Wicked Witch, but _he _was the only one who could make her gasp his name like it was a spell all on its own. He grinned at the sound of it even as he ducked branches and dodged tree trunks.

Dodged them almost a second too late as something flew at him from the sky and hit the tree he was just at in a flash of pink light. "Did not!"

"Why not?" he shouted back with a cackle as his own as he eyed where the shot came from. He was _sure _he saw a splash of blue up there and a shadow move the wrong way from the way the wind was blowing. "So you don't _wanna _know about the big present that has _both _our names on it?" One that was big and heavy and would have been so much cooler if it didn't look like a _book. _Even if he did give his parents some props for hiding it in with the rest of the stuff they were bringing over tomorrow.

Some, but not as many as he gave himself as he snuck closer and closer to her tree. He wished he could dare a look at the watch so he could tell if it had gone green again, but the light would give him away and he didn't need it. Not when he had all the snow he could ever need all around. Cold, dirty snow that would feel just _horrible _when it got under her jacket. He laughed and wondered how many people he was going to wake up with her shriek…

Then he stopped dead in his tracks as an amazed voice came back. "You have one, too?"

"I knew it!" Ben crowed even as he wondered why they'd _both _get one if they were supposed to share. "I _knew _you peeked!"

"Only a little!" The words came back with only half of the force of the wind that suddenly wiped up behind him even as he flung his snowball at her and the barest pink glow around her hand. "What do you think it - ow! Hey!"

"Gotcha!" Ben didn't know what was better, her shout or the fact that the watch went _green _again just as he tied her fair and square. He kept laughing as he popped the dial out, spun it around, and prayed as he brought his hand down. "Sudden death round!"

The world _burned _with emerald light as he threw himself forward. Burned it away and kept it away as he landed and paws tore through the snow.

So he never saw the spell that tore through the silent night at him, but he felt the heat of it against his back and smelled the stink of ozone it left behind as it exploded against the tree that he'd just been hiding behind. More spells followed after. Spells that made the snow erupt and trees grab at him with needles sharp enough that they almost hurt even through the thick fur that came with this alien body. Either of them would have been game over if he'd been Ben, but he _wasn't. _

Ben knew from the first breath he took that he got _just _the alien he wanted for a change as Wildmutt's gills caught _every _scent. The night came to life as he sucked in as much air as he could just like he had the first time he changed into this form. He still wished he had the words to describe what it was like, but he didn't. Not for him and not for her when she asked as she stared at him with her green eyes so wide as she watched him from over her notebook like he was the most interesting thing in the _world. _

Which he _was. _

The closest he got was how the scents seemed to leave glowing paths in the air, and now there were so many as the world was _filled _with life and everything that came with it. He could smell deer everywhere, deer and rabbits and other prey that made this body _drool _as he dug his claws into the snow as he ran, but he had other prey. He smelled a bobcat, too. One that just passed by a few hours ago and he could almost _see _the path it left through the snow. It was big, too. It would be a dangerous prey, but this was his territory now and -

Ben shook his head because it wasn't. He was just borrowing it, and he was after a cat who had a butt that was a lot bigger and who was a lot more dangerous even if Gwen had stopped flinging magic at him. That was when he was sure that the orange fur somehow blended into the night a lot better than the bright green jacket his mom got him and way better than the fruit bowl of scents that filled her shampoo and moisturizer ever could.

A scent that made him _drool _with anticipation as he circled her before the wind changed and she disappeared. All but her voice. Wildmutt's ears weren't anywhere near as good as his nose, but he still heard her shout, "You _better _run, Doofus!"

This alien couldn't grin either, but his growl meant the same thing. Especially now, when it was low enough and deep enough that it made the loose snow all around him dance even as he tried to catch her scent, but she kept staying _just _out of reach. Of _course, _she'd be making sure she stayed downwind now. She always was way too smart.

The thought made him feel so much warmer than even his thick coat of hair should have allowed. The thought and the fact that the wind changed again and he caught the stink of something that was as much her as the fruit bowl of lotions that she wore.

Ozone.

Not the flash of it that came when she was tossing the magic around. No, this time the harsh smell that almost made him sneeze stayed as he 'watched' the witch jump onto a platform of mana that he'd seen way too often before she sped away into the night.

If Ben had been in his body he knew that the word _cheater _would have exploded out of him. It did, in a way, as a howl that filled the night and made the snow-covered bushes and trees explode with prey that scattered. He wondered if her parents heard him and if they were rushing to the window right now…

And he howled again at the thought. If he was just him he wouldn't have done it, but being WIldmutt was easier. Wildmutt didn't _care. _Not when he had prey in front of him. Prey that was racing through the night in front of him. Prey that was stuck flying through the trees instead of racing over them because the glow of her magic would give her away if _anyone _saw and he knew that she couldn't let that happen any more than he could get seen using the watch.

Not even here. Not in a place that _almost _felt like the middle of nowhere if he pretended hard enough and ignored how his every breath proved that was a lie. The ground was rough and broken with dead bushes and rocks and a thousand other things that hid under the snow, but he could still smell the houses and people all around. Smell them and ignore them as he focused on the snow that his feet and the girl in front of him. The snow that he raced through with his toes spread wide so he barely touched the surface of it as he ran instead of sinking in when he was _him. _

That and the fact that she was dodging more branches than he was were the only things that let him catch up, and he _did. _

He got close enough that a part of him screamed that he should just pounce and bring her down. The Ben part of him. The part that sat in the park with his Dweeb until she drilled in _some _of the math that screamed that he was close enough. Not that he would have believed it, but this body was screaming the same thing and he trusted Wildmutt way more than any numbers. So he tensed the furry guy's whole body for the leap that he knew he could make….

Only the witch knew it, too, and she shouted another nonsense word back at him.

One that Ben barely dodged as he threw himself to the side just as the whole world exploded in thunder and ozone. If he hadn't been ready for the pounce he never would have made it, and as it was the blast knocked him on his furry butt, but it didn't matter. It wasn't a clean hit and he was still in the game as he dodged behind another bunch of trees even as clumps of snow rained down on him.

Even after a year and a half, Wildmutt's heart still sounded weird in his ears as it pounded in his chest even as the snow dampened all the rest of the noise. It was almost like his guitar when he tried adding an extra string, just because he could. It was so loud that Ben was sure that she'd hear _that _and not the snow that barely made a sound under his feet as he fought every instinct and went quiet. It _so _wasn't him and it felt like it took _forever_, but it worked.

He heard the snow crunch not twenty feet away as the witch jumped down. "I _know _I got you that time!" The girl's words were brave and bold. "So come out here and bow to your queen, Ben!"

The _best _prey.

For as big as Wildmutt was, Ben was still amazed at how quiet he could be, and he was so quiet now as he crept forward. He barely even _breathed, _but she was so close now that it was enough. Close enough that he could smell the real her that she tried to hide under everything else. He knew that she loved all the perfumes, but that didn't do a thing to hide the real her. Not from Wildmutt or him.

Only…

"Ben?"

Ben froze at the worry in his Dweeb's voice as he 'watched' her turn this way and that, her right hand up and wrapped in the sharp smell of ozone, but that wasn't why he dared a deeper breath. No, it was because she smelled different. Different from the last time he'd gone Wildmutt months ago when the world was hot and green and they were so far away from here with Grandpa. Different from then and different in a way he couldn't find words for. Not bad, not even with the smell of the sweat she'd gotten from the chase though _that _had changed, too. It was still her, but _more _in a way he didn't understand, and that made him dig his claws into the snow as the fur on his back stood up as he crept closer. Some part of him wondered how she managed it, even if it wasn't anywhere _near _the best trick he'd seen her pull off.

And then she turned her back on him and it didn't matter. She was _his. _

There was only the sound of the snow crunching under his feet as he pounced. It was still too much, and he saw her start spinning back, her hand held high as the stink of the magic she gathered around it hit him like a punch, but it was too late.

Her shriek filled the air again as he caught her against his shoulder and drove her down into the snow under them. A shriek that died as the blow knocked all the breath out of her. He pressed one huge paw into her chest so it stayed that way because she was too dangerous for anything else. Words were always her best weapons, so he wouldn't let her have any until she tapped out.

Her best, but not her only and not all of her spells needed _words. _Ben forgot that until the stink of ozone gave her away as she did _something _as she shoved her hand in his face_, _but he didn't know what. She didn't blast him with energy or wind or _any _of the tricks he'd seen her use. He didn't _feel _any different, but that didn't mean anything. That time at the dog park proved _that. _

So he didn't give her a second chance. Not for magic and not for her feet to find anything sensitive as she kicked at him and tried to wiggle away. He let out another growl that showed off all of his razor-sharp teeth, one that made her heart race even before he ducked his head and ended the fight the only way he could…

"Ew!" His Dweeb shrieked again as he dragged Wildmutt's huge, wet and _gross _tongue across the side of her face in a long lick that knocked her hood back. She screamed so loud as he pulled his head back that he barely heard the Watch beep on his shoulder over the sound of it and his huffing laugh. Her words followed him as the world burned red as he changed back even as she kicked at him. "Ew! Gross! I have _Ben _germs!"

Gwen looked every bit as outraged and horrified as Ben hoped as he finally opened his eyes again and saw her staring up at him. "I - " he started to gloat before he _froze _because her face was _so_ close. Close enough that he could see the sticky drool glistening from her chin to the skully he didn't even know she was wearing where the hair that slipped out of it was slicked back like she was using the same junk that Cash smeared into his.

And then none of that mattered. Not as much as the fact that his Dweeb was right _there, _that the watch might have made him Ben again, but it didn't change how he was perched over her and she was _so _close. Close enough that he could see the dying embers of her magic in her eyes. Close enough that when she took a breath he could _see _how her teeth caught the moonlight between her lips…

Her _lips… _

It felt like Wildmutt was sitting on _his _chest as Ben stared until he realized he could _feel _her breath. Feel it against the seat of his pants as he sat on her middle and in his hand. Not the one buried in the snow by her shoulder, but the other. The dinner-plate-sized paw was gone, but his hand was on her chest. Still on her -

"Ahh!" They shouted together as he bounced away even as she kicked out and knocked him into the snowdrift he'd just jumped over.

"Sorry!" Ben gasped out the one word he never thought he'd tell her even as he wiped his gloved hand in the powdery stuff like that made _any _difference. Not when he'd been…

Oh, _God… _

"Yeah, I…" Gwen squeaked out as she covered her chest with her arms _so _didn't look at him because there weren't _any _words that would make this better. None but the most _obvious. _"That _stupid _watch of yours!"

"Yeah," Ben said as he nodded as fast as she talked and he would have glared at the thing on his wrist, but he couldn't stop _looking _at her no matter how hard he tried. He couldn't stop talking either. "But I still kicked your butt!" Ben gasped out with a laugh that started out as more nerves than anything else before it turned into an honest one because it was _true! _ "Man, I _got _you! I just wish I could have seen your _face!" _

"I can't believe you - you _licked _me!" The Dweeb huffed as she sat up and _finally _met his eyes again, even if it was in a glare that took all his guts not to flinch away from because if he did, then…

Then it would be _real. _

As it was he knew her face was every bit as red as he knew his was just from how quick her hand shot to her face just so she could scrub the spit off of the side of her face with the sleeve of her snowsuit. Not that it helped. Not when he just started laughing _again_ after she grumbled, "You are _so _gross, Ben!"

"Me?!" Ben asked even as he brought up his sleeve and scrubbed his tongue because that was better than remembering what he just _felt. _Not that it helped with either. "You're the one who wears all that gunk! Do you have any idea what it _tastes _like?!"

He hoped he sounded as angry as he _should _when he kept tasting chemically fruit even after he spat into the snow. But it was still better than thinking all the things that he _knew _he _shouldn't _as he met her glare head on. A glare she gave up on just so she could lift her nose high and sniff. "Good! I'm glad it's horrible! I hope you taste me all day just like Grandpa's stink bug casserole!"

Ben closed his eyes and shuddered at the memory. "And you're calling _me _gross!"

"Because you _are!" _Gwen huffed and sounded so mad at that. Mad and _normal _and _maybe _she wasn't going to kill him just because…

Oh, _God._

He even opened his eyes again, just to check. That was the only reason he even saw the snowball coming at him. He let out a shout that made more of an impact than the attack did, since the snow just puffed away when it hit him, too powdery to make any impact. The way her face fell when it did just made it all the sweeter. "That's what you get for _cheating," _he smirked at her like she _deserved_.

"I wasn't!" His Dweeb shouted, outraged for real at last. Outraged enough that she bounced to her feet and glared down at him. "And I wasn't the one running around in a body without any eyes! I thought you went Blitzwolfer! That dazzle spell was awesome!"

"So _that's_ what you did!" Ben had seen it before a couple of times - the 10,000 flashbulbs all going off at once like the worst part of their birthday parties - and he wondered if that burglar she'd hit with it was still trying to blink it off. He smirked at her for beating it and her glare got all the hotter for it, but he didn't glare back. Sparring with her was too much _fun. _"That was a good one! I'm almost sorry that I'm too awesome for it."

"Awesome?!" The dweeb echoed and there was so much evil in her laugh. Evil and joy as she put a hand on her hip and looked so _wicked _that Ben scrambled back to his feet, but he didn't realize just _how _dark she'd gone until she said, "Wildmutt isn't _awesome, _Ben. He's _adorable!" _

"Hey!" Insults were a part of their game. His favorite part for so long, but _that _one went too far! "Take that back! None of my aliens are… _that!" _

"Wildmutt is!" The _Dweeb _said with a grin as she eyed the watch. "And so is Greymatter, but you know who's the best?"

"Fourarms!"

"Upchuck!" Gwen said and Ben forgot all about grabbing her as those words made him stop dead and gape even as she clapped her hands together and cooed. "His powers are _beyond _gross_, _but he's _so _cute! Like a big stuffed animal! I'd snuggle with him every night if he was."

"He is not!" Ben shouted and grabbed for her as the thought made his face _burn _like even the cold couldn't.

Gwen just laughed as she danced away from his hands. The sound was like music and he _hated _it even as he wished she'd never stop. He hated it almost as much as he did when she aimed her hands at the ground and said one of her nonsense words that made all the snow explode up like a wave. One that knocked him on his butt again and left him half-buried and blinking even as she ran and shouted, "Best three out of five, Doofus!"

He just watched her spun around on her foot, the move as graceful as he'd ever seen even with her thick boots before she darted away like the deer he chased sometimes. He watched it all, but the only thing he saw was her grin as she did it. Her grin and the way her eyes -

"No powers!" Ben shouted back as he scrambled up so he could chase her even as he tried to shake the idea of her glowing eyes out of his head. Her eyes and everything that went with them that made him just stop and stare. Everything that made her…

"What's _wrong _with me?" he muttered as his hands found the lump in his jacket again. The one that _wasn't _his phone, but the horrible idea that started all of this. It _was _too cold. It must have been. Why else would he think that she looked…?

Because she _wasn't. _Cousins _weren't. _Neither were _dweebs _and she was _both. _There wasn't _any _way she'd _ever _be… _that_. Not now, and not when he'd watched her dance all those weeks ago. Not when she grinned or bugged him. Not when she hit him with a wall of snow or ran away so they could keep playing tag. It was _impossible. _As impossible as the alien _thing _on his wrist or the magic that waited on her lips.

And as impossible as forgetting the small soft _something _that he felt through her jacket. The one that fit his tingling hand -

An explosion of snow against _his _chest knocked that thought away. "Hey!" He shouted even as she cackled because this snowball was more than powder and _stung _and that was all it took. The chase was on again in a running snowball fight that led him up a hill that he never even knew was there even after all the times he'd flown over this spot and only ended when she'd run out of trees and hill both.

The ravine wasn't much, but it was still a break in the forest. One that the tree that Gwen vaulted made bigger when it fell over. Some part of him was sure that it was a trap as she dropped the snowball she already had made and just stood there with her back to him instead of calling up her platform so she could take to the sky. She'd done it before. She'd done it so many times that if she wasn't standing on the very edge of the drop he would have nailed her with as many snowballs as he could just so he'd _win. _Some part of him thought about doing it anyway. The rest of him…

The rest of him just _stared _as she stood there outlined by the stars and looked for the world like she was just waiting for the music so she could _dance._

Ben couldn't _breathe _as he stood there with fingers that ached for his guitar_. _He couldn't _move _and he didn't know why_. _A thought ran through his head, and if he could have moved it at all he would have looked up for the alien ship that he _knew _was up there. The one that was blasting them both with some kind of ray that made them both statues. An alien ship or a Bigfoot or a curse or _something. _Anything that would explain -

"_Beautiful," _Gwen said, the words as soft as the cloud of her breath as she brought her hands up to her mouth as she stumbled back until she found the fallen log again and sank down onto it with shaking knees. "It's beautiful."

If there was a curse holding them in place, those three words broke it. Ben felt his feet move again anyway as he inched closer. Close enough that he saw the frozen stream not twenty feet down as he tried to find what made her stop because it must have been _good _if she was acting like this.

But there wasn't anything but the trees and the snowflakes that had been falling all day. Nothing but her as she sat there and stared out. She didn't even look up at him when he backed away, too. When he felt the log at his heel and looked down she was just staring out, her eyes huge as they caught every star. He followed them again and finally asked, "What is?"

"This," Gwen said, louder now that the quiet was broken, but she still didn't sound anything like herself. The only thing that came even close was the few nights when they went to visit her brother and their grandmother because they got tired of heroing and didn't feel like smoothies. It was something he tried as hard as he could not to think about even as he sat in front of those two stones with her and held her hand as she told them about school and heroing and everything else. Ben didn't know why she did it, and he didn't know why he joined in when she left something out, but she sounded just like this while she was talking.

That alone gave him pause as he looked around again and tried to see what they did. "...What? The trees?" The words finally slipped out because there wasn't anything else.

"Not just..." Gwen sighed and finally gave him a look as she waved a hand around. "_Everything_. Just...for a few seconds. Just sit here and look?"

Ben grumbled, but he did it anyway. Not on the log, he wasn't going to give her the satisfaction and he wasn't about to push her off, not when she was acting like this. So he sat at her feet instead. The snow was cold under his butt, but not too bad. It would probably suck in a few minutes, but for now, he sat close enough that he felt the rough bark at his back and close enough that he jumped when her leg just brushed his shoulder. He thought she'd jerk away at the touch like she always used to, but she didn't. She let her knee press against him instead, and that more than anything kept him there as he waited for a trick that never got pulled and the bad guys that never attacked. There was just the quiet of the snow falling as he stared out at the world on the other side of the cliff with her.

Ten seconds went by, and then another ten as he slipped closer to her. At half a minute, she still hadn't made a sound, but something made him let his head fall against her thigh as he watched the snow fall. It wasn't heroing or video games. It wasn't _exciting. _It was just him and her. No magic or watches. It wasn't even him playing guitar as she danced. It should have been _boring, _just sitting here and listening to her breath. "This...is kinda nice."

The Dweeb didn't say a word. She just let out a little hum and that was enough because it was her happy one. The one she made when one of her books told her something that surprised her, that made her wonder. He could almost see her eyes, see how wide they were as she took everything in. That was what made his brain itch. "Is this what the lady in your journal was going on and on about? How she could hear the world?"

Ben felt the jolt go through her. "You remember that?"

"Duh," he said because it was the only thing he could think of saying, but he didn't take his head off of her leg. She'd gone on and on about it enough before the summer went bad and after. When she would just sit there and sigh sometimes. He knew she had a whole list of questions that she wished she could ask the woman who wrote that stupid book, and a map hidden in her computer that was covered in notes as she tried to follow her. She tried and tried until she slammed the thing shut and moped after because she _couldn't. _Sometimes he wished that Grandpa never gave her the journal, just because of that.

But that was what made her a Dweeb. _His _Dweeb.

"I don't know. Maybe." Gwen's words were just a whisper as soft as the touch of her fingers as they found his hair. His hat was in the way, and so were her gloves, but it didn't matter. He still froze at the touch, and it wasn't just because her hand was cold. He should have slapped it away, no matter how good it felt, but that seemed _wrong _here. Wrong in the quiet. A quiet that she barely broke as she added, "Or maybe she just liked to sit down and _listen_ every now and then. Maybe it isn't any kind of magic at all."

The world went still again except for her hand. Still enough that he thought he _heard _the snow landing even as his heart pounded in his ears. He wished he _knew _what was wrong with him, which made having her hand in his hair feel so good or use her leg as a pillow. It didn't make any _sense. _Not any more than the idea that places _sang. _Nothing here did. It was just quiet. Still.

But that didn't stop him from leaning a little closer as he murmured, "Feels like - " The thought died when her leg pressed against the lump inside his jacket. The small one he'd been carrying around all _day _and - and he couldn't do this anymore, couldn't _hide _it.

"I - " Ben started before he lost the words again.

This was _stupid! _This was a horrible idea! He _knew _it was! His _worst. _His absolute _worst. _He knew it even before the worry in her voice echoed back at them and the cold stole away every bit of warmth he had as she pulled at his hand even as he reached in his coat's pocket for the box inside.

What was he _thinking?! _

Some part of him wanted to go XLR8 so he could run until he left all these stupid thoughts behind. Maybe this time it would even _work. _At least his heart would have a reason for beating so hard then.

A better one than the one Greymatter came up with. There was something _wrong _with the little guy for saying what he did the other day. No, he didn't _say _it, he squeaked out as he collapsed back onto his bed. There wasn't any way that somebody that smart would think something so _dumb. _There wasn't any _way _that he was… He was… Just the thought made the box in his hand so much heavier.

The box he yanked out anyway and almost threw at her. "Here!"

Gwen jumped at the word and her feet and hands found their kata before she froze and blinked at the box that he was holding out and its badly wrapped Christmas paper. Then her eyes lit up as she scowled all at the same time. "What's this?" she asked, suspicious and gleeful as she snatched the box out of his hand.

"What do you think it is?!" Ben asked, the words coming out too loud and too fast as he yanked his hand back and wiped it on his pants. Stupid! _Stupidstupidstupid! _He should have just gotten her a _book! _If he'd just been _smart _he would have. _That _could have waited until morning because it didn't matter. Not this.

_Dead. _So _dead. _

His Dweeb wasn't saying a word now as her hand found her mouth. She just _stared _with the moon and the stars catching in her eyes. Ben didn't know _what_ he was thinking as he answered the question she didn't have to ask. "I just… I don't want _them _watching! So just open it!"

"If this is another stink bomb..." Gwen warned, but her tone wasn't up to it as she pulled at one of the rougher corners.

He couldn't help grinning at that. "No one ever proved it was me." Best birthday party _ever. _

"Like anyone _else _would - " Gwen sniffed before she sucked in a breath and yanked open the top of the box, but he was the one who stopped breathing when she looked inside. His hand found the watch again, just in case.

"Ben!" the dweeb whispered as she looked down at the blood-red charm he'd hidden inside. The Keystone of Bezel he'd taken out of her collection months ago. He watched her grin as she touched it and almost let out the breath that was aching in his lungs. Then her green eyes _burned _as they shot up and met his in a glare. "I _knew _you had it! I _knew _it_!" _

Her right hand came fast and hard as she smacked his arm over and over again, and Ben couldn't help laughing as she went on. "I tore my bedroom apart four _times _looking for this! I made mom drive me to the church store just in case we put it in with - You DoofusWhy?"

Ben rolled his eyes as he zipped his coat back up and swiped for the box. _Stupid. _"Because it would be _awesome _if I could get it working again, duh." He should have just _kept _it. This was the luck charm all over again and he was starting Christmas with another crawfish up his nose.

So stupid.

"No!" Gwen shouted as she grabbed for the charm even as he pulled the box away. "Mi - !" The rest of the word was lost in the soft rustle of the chain that he'd hidden under the charm, the delicate links flowing like water as they glinted gold in the silver light of the moon. Links she brushed at like she couldn't believe that they were real. "Ben?"

"I couldn't. Greymatter couldn't make heads or tails of the thing. Neither could Upgrade, but then I remembered something you said. About how you wished that you had something like this - " The words rushed out of him as he held up the Watch and he didn't know if he was trying to explain or just fill the silence that her whisper left behind." - and I thought… You were right. You do deserve something from that first summer, too. Something better than a _book_, even if it doesn't work."

His Dweeb didn't scream as he let out that ramble, and that just made him say more and say it faster. She didn't hit him again either, and he was sure she would. He almost thought she was home free or he crashed her brain, one or the other, when he saw her eyes get wet. "Ben…"

"You can fix it!" Ben declared, guilt making the words a rush just so she'd _stop, _as he grabbed for the chain. "It comes right off! It's just running through the hole in - "

"Don't you _dare_!" Gwen breathed as she yanked the chain away from him. He thought her crying would be the worst thing that could happen, but the way she smiled at the charm as she took it, at _him? _Words didn't come. Thoughts didn't. The bad guys could have stomped through the mountain and he never would have noticed.

He just smiled back. It was the only thing he could do.

Gwen stared at the fine chain, ran her fingers over it, and somehow her eyes got even wider. "Ben, this is _real _\- _how?!" _

That part he was ready for, and he shrugged. "Chores?"

"Ben..." Gwen said again as she tapped her foot.

This time his hand found the back of his neck as he looked back before he dropped his voice and she leaned in. "I've been Upgreymattering the guys' Gamestations. I was just going to do it for mine, but when Jamie said he'd _pay_ me..."

So many emotions flickered through her green eyes at that before she shook her head. "I can't… You _shouldn't, _but… but it's your money and a leather cord would have - "

"I _wanted _to," Ben almost growled at her as he reached over and closed her hand on the charm before he squeezed it. That was real, more real than what he said next. "What kind of hero would I be, letting my sidekick run around with something this awesome on a leather cord? Don't you know _anything _about how this works?"

She shook her head at that, but it didn't touch her smile. "_Fine, _Mr. Hero. Thank you."

WayBig had nothing on how tall he felt after that as she found the clasp at the end of the chain and undid it. She started moving it up to her neck when she froze and gave him another look. One that made him throw his head back. "Fine! I just felt bad because I've been stiffing you on presents for _years, _alright?! And I thought - "

He bit his tongue when he realized what he was about to say. It was something he _couldn't. _Something he couldn't even _think _and he _knew _it. If he said it…

He didn't. He never got the chance. She exploded the universe before he could as her eyes darted from the clasp to him and she just asked, "Put it on for me?"

"Wha - ?"

"It's _your_ present. You _have _to," his dweeb said like it was obvious as she held out the charm. She _must _have cast some spell on him because he didn't say no. He _couldn't. _Not when she looked at him like she did, her eyes huge and happy and trusting. He only felt a little sick as he pulled off his gloves, stuffed them into his pocket, and took the charm. The smooth stone still felt warm against his chilled fingers when he did, and he brushed his thumb against the black rune carved into the red stone before he found the chain.

The gold links weren't warm at all, and that must have been why Gwen shivered as he slipped behind her and put the necklace on like he'd seen his dad do for his mom a thousand times. She even pulled her hair out of the way with one hand like his mom did as she took and hugged the charm to her chest with the other.

Nothing could have hidden the shake in his hands now, but he was glad that she couldn't see them, even if she did shiver again as the chain slipped against her skin and his knuckles brushed the short, soft hairs on the nape of her neck. "Just - " she started to say, her voice shaky and odd.

"I know how to do it," Ben said. He tried for annoyed and didn't get anywhere close even though he'd done this before when he put the stupid thing on the charm to begin with. But his hands were still then, and she wasn't right there, smelling of strawberries and peaches after her shower and sweat from playing tag. Smelling the same as she did every night when they went hero. Only she didn't have goosebumps and he wasn't thinking…

He didn't think now, either. Not when he brought the ends close and yelped as he felt more than saw the spark of light that jumped between them. "What the - ?!"

He shouted as he added a word he shouldn't have, not with her parents just a few miles away. The only thing that made him feel better was that she jumped, too, at the zap that made his fingers tingle.

"It was just a little static electricity," Gwen said, her voice breathy as he finally secured the clasp shut. Then she let her hair drop as she spun around, squeezing the charm that was hanging over her heart with her left hand. She let it drop after a moment, one she spent just standing there staring at him. Then she darted forward and pressed a kiss into his cheek, and he froze up completely.

He should have scrubbed his sleeve on his face or said something. He should have moved away, made a face. He didn't do any of that, and he just stared at the dead Keystone around her neck, hanging over her…

_That_ thought made him jerk his head up towards her face, feeling his burning and his hand tingling. He didn't expect to see the same blush on hers, though, or for her green eyes to go wide when she saw him looking right at her and quickly look away. Her lips moved, and it was a few pounding heartbeats before he realized that she'd said something.

"...what?" He croaked out, and Gwen shoved a hand into her coat pocket.

"I _said_ I have something for you, too." The words were too soft and timid for how she should have been. Gwen _hated_ repeating herself when he wasn't listening. It was just one of the things he knew about her that could always set her off, that he used to tease her.

But he wasn't teasing her now, and she wasn't going off on him like she usually did as she shoved the box out at him. The wrapping was _perfect _and covered in Christmas trees a shade of green that he _knew _even out here in the dark. A shade that was _almost _the color of their eyes. A color he forgot about the second he got his hands on the box and pulled it up to his ear. "Ben!" she shouted just before he could give the box a real shake, but he still heard _something _inside.

Something that wasn't a book. Something that made him tear through the paper the second she gave him a grin and a little nod. "A _calculator?" _

His mouth dropped as he stared at the _thing _on the box. The thing that had more buttons on it than he could have ever imagined even as she squealed and bounced on her toes. "Isn't it _amazing? _I do so much on mine, and you're going to _love _it next year when - when…" she started before she just burst out giggling. His head shot up and he stared as she laughed into her gloves, her eyes glittering like the snow and stars. "God, your _face! _I just needed the box, you _dork!" _

He stared for another heartbeat even as she teased him. One that lasted just long enough that he saw all the things he could do to her with the snow all around. All the things she _deserved. _Then he tore open the top of the box and tilted it over so whatever was inside could fall into his hand. "I swear if this is - " he started.

And then a pack of guitar strings fell into his hand. Strings and picks and everything else. Even a little bottle of wax.

"I meant it when I said I wanted to hear you play again, Ben," she said as he just _stared_, her voice soft as she reached up and brushed at her hat. Her eyes were big as they watched him and she bit her lip and the words rushed out of her even as he couldn't find _any._ "I just… I know you don't - " she rambled as she pulled a hand back so she could brush it against her hat as her eyes went to his chest or the ground, he couldn't tell which. "- and that you don't like to play around anyone else, but - but I was hoping…"

Her words trailed off at that and Ben knew he should say _something_. Something to get things back to _normal_ again. Everything was too quiet and too loud at the same time, and his stomach felt _weird._ His hand twitched around everything she just gave him. Twitched enough that he almost dropped it all into the snow. The same powder she was digging the toe of her boot into even as she brushed at her necklace again. "And that it's not as nice as what you got me, but..."

But he caught himself as she said that and breathed in. He needed to say _something_ and…

"It's _perfect_," He got out as he carefully put it all back in the box and slipped it into his pocket. A half a dozen taunts and teases and explanations all bubbled up in his brain and tried to find his way down to his mouth, but every time Ben went to say one, his throat closed up on him. She kept looking at him in happy glances between the strangled noises he made, and it kept driving him crazy. She should be making fun of him for this. For once in the Dweeb's life, she'd gotten one over on him. She'd done something that shut him up completely. And she wasn't crowing about it.

Just once. Just _once,_ he thought, he'd beaten her at this. Making the Keystone into a necklace had been a genius idea. Then she went and played _dirty _for the win. Just once, he'd wanted to be better than her at something. He really should have known better. But, as he looked at her again, he realized something. She kept touching it, and then kept looking at him and looking away, blushing even more.

And each time she did, his stomach flip-flopped again. It almost felt like the time he'd eaten a whole tray of triple chocolate cookies. Like he wanted to scream and run all at the same time. Like he'd never sit still again_. _

She was….

It wasn't a win for him, but it wasn't one for her either. And after a lifetime of not being the best to the Dweeb…

Maybe he didn't _have _to win. Maybe a tie wasn't the worst thing in the world. Not when she was standing there in the moonlight. Not when she was wearing the necklace he got for her with the memory of their first summer hanging over her heart. Not when she just gave him _everything _he'd need for his guitar. Enough that it would last for _months. _And best of all, she _wanted _to hear him. She wasn't just being nice all those months ago…

And he wanted to see her dance again almost as much as he wanted to know if it was their summer or that night she was thinking of as she reached up and brushed her fingers across the stone again. Whatever it was, she must have liked the idea because her smile got wider from it even as she breathed, "Merry Christmas, Doofus."

The words played at the smile of her lips as he stared at them. Lips that were red from the cold, even with all the goop she'd put on them. Goop he'd tasted once before when they'd switched bodies. The goop that he remembered tasting like cherry, and he wondered...

He wondered instead of watching her hands until he felt them press into his chest. "Hey!" he shouted as she shoved him and he fell back into the snow next to the tree.

"But you're still it!"

\- o - o - o - o - o -

**And Ben sprang to his feet with a great clatter**

**And chased his Dweeb down the hill, drawn by her laughter.**

**It didn't matter what he said, he was suddenly aware;**

**Not when it was Christmas and she was right there**


	26. Ringing in the Bwenennium

**Chapter 26: Ringing in the Bwenennium**

_Ben's House_

_Bellwood, California_

_December 31, 1999; 11:42 pm_

If this was any other night, Gwen wouldn't have blinked when the trap door in the television slammed open. Not even when the thump of the cheap jump scare filled the room.

Not when she'd seen _so _much worse.

Of course, that would have meant she was actually _watching_ the movie and not the boy who was sitting on the bed next to her, the one who turned and gave her _such _a smirk as she jolted back. One that _earned _him a shove even before he opened his _Doofus _mouth. "I _told_ you it was scary."

"Don't _even! _That doesn't count!" Not that the shove shut him up. Not like the words Gwen barely even thought about before they slipped out her mouth. "And this is _still _the dumbest movie I've ever seen, Ben."

"What are you _talking _about, Dweeb!? This is the Evil Dead! This is - !"

"- dumb!" Gwen repeated as she pulled her knees up and hid her mouth in the smooth fabric of the pajama covered knees. She knew he thought he was hiding a grin, but she wasn't. It was so he wouldn't see how worried she was because all the words were right, but he didn't even _try _to shove her back like he should have. It was all she could do to keep it out of her voice as she waved at his television. "I mean, come on! They're in a cabin so creepy that even _Grandpa _would have kept driving and everyone's either a _jerk _or an idiot except for the girl that they're making fun of!"

Which didn't sting or feel familiar. Not even a little. The worst part was the biggest jerk wasn't even clever about it, just mean. If he was her Doofus...

Who was gaping at her like she just kicked his Wildmutt. "Army girl is right, you are _crazy!_ This is a _classic!" _

"A classic _what?" _Gwen asked because she couldn't help herself. "And her name's - He's not _really _going into the basement, is he?! No one's dumb enough to go down there!"

And she knew how wrong she was before Ben even had a chance to say, "Why not? I would_._"

"Trust me, I _know _that, Ben," Gwen said with a sigh that she didn't feel. Not because he was kidding, because he _so _wasn't and she didn't even need to see his face right now. Not when she knew exactly what grin he was wearing. The one that was just a dare and the last thing she'd see before he disappeared down that trapdoor himself.

And it was that grin that would make her follow right after like the guy with the too big chin did in the movie as he followed the jerk down. But _she _wouldn't have kept calling Ben's name over and over because _she _knew the rules. "It's too early for the first kill," Gwen breathed as the camera spun around at all the junk they shoved down there just to show off how overboard they went on making the place terrifying, but she couldn't help looking back over and asking, "What are they going to find? Bones? A scrawled out warning?"

"W-what?" Ben asked instead of just telling her or yelling like she was _sure_ he'd do. And she was _sure _she saw his eyes shoot to the television like he'd forgotten all about the movie that they were only watching because of _him_. And that he was staring at _her. Again. _

He was so _weird. _Weird enough that she _almost _said something even as her hand worried at the charm that was hiding under her top. Almost, but he let out a snort before she could. "Something a _lot _worse than that! The single _scariest _thing in the whole world!"

"Scary?" Gwen blinked at that and let her knees drop because she didn't need to hide her smirk anymore. Not when his eyes got wide as she looked right at him and teased, "Are we watching a _clown _movie, Ben?"

"What?" Ben said again with a blink instead of the freak out she hoped for. Then she saw the spark in his eyes, the one that made his smirk even bigger as he looked down at her. "_NO! _It's not _clowns! _It's s_o _much worse..."

"Worse?" Gwen blinked and curiosity made her look at the television again because it wasn't like her Doofus was afraid of much. Just clowns and homework and - "A _book?!" _And the way Ben laughed at that…

He kept laughing, too. even after she smacked his knee and declared, "You are _such _a Doofus!"

"I don't know what you're complaining about," the king of the Doofuses gasped out in between the sounds that he'd _swear _weren't giggles even though they _so_ were and they sounded so _good, _so _him, _that she almost grinned. At least until he _ruined _it by adding, "this is the perfect movie for a Dweeb like you! See? It even looks like those spellbooks you're always drooling over."

"It does not! Shut up," Gwen grumbled because it _did._ Not like _hers, _but there were others. Some of them she'd only seen on the internet. Others she'd found in museums like New Orleans. Books that were - "_bound in human flesh, and inked with blood of the deceased…" _

The calm way the voice in the movie said that made her shiver way more than any amount of shrieking would have and hearing the man's come out of a tape recorder instead of seeing him…

This could have been one of the lectures she taped - the man even _sounded _like her history teacher – or the way she sounded in some of the tapes she made before she lost her tape deck. The ones right after her Doofus found the alien device on his forearm and they were trying to figure out what all the aliens it turned him into could do, and the ones after that. The ones after Salem and the body swap and she got...

"Shut it off," Gwen whispered over the man's voice as a shudder went through her. One that didn't have anything to do with the chill in the air as she tried so hard not to think about the book in her gym bag. The one she _stole. _The one she didn't know _anything _about.

And there weren't any warnings. Not in what the man said or in Charmcaster's spellbook or from the Doofus as he poked her with his elbow. "What's with you? It's just a movie," he scoffed and she knew that if she opened her eyes she'd see him fighting back a laugh as he looked down at her. "This isn't even the scary part."

Gwen opened her mouth, but the man in the movie stole away all her words. " - _recitation of these passages that the demons are given license to possess - _" Words that made her shiver and pull the blanket she had around her closer. She couldn't help it. She loved horror movies. She didn't know how many she'd watched with her daddy when her mother was away or how many times they made her scream and hid her face in against his shoulder, but that was just a part of the game. Even when she was little the monsters all looked so amazing and so fun. They still were, even if they weren't scary anymore. Not since she found out that monsters were _real. _

Except for this one. "Doofus!"

"What?"

" _\- are the phonetic pronunciations - "_

Gwen covered her ears and closed her eyes tight, but it didn't help when the man started reading words that sounded so different from the ones she knew, but not different enough.

_"Cunda astratta montose eargrets - "_

"Ben!" Gwen shouted as she felt a hand catch her shoulder. A hand that she didn't even know was _his _until she spun around and saw his confused green eyes watching her in the dark. Eyes that disappeared again as she buried her face in his shoulder because the words wouldn't _stop_. Not in the movie or real life or her worst dreams. The ones she didn't tell _anyone_ about. The ones where magic tore at the world around her again and she couldn't _stop _it or the words just like the ones she heard echoed in her head. Not this time. Not even when Ben reached her.

And _screamed _as the power surged…

That was usually when she woke up screaming, too, and just the memory made her bury her face in her cousin's shoulder now as she wrapped her arms tight around him. Tight enough that she could hear his breath catch and feel his heart pound and it _still _didn't keep her from whimpering, "Shut it off!"

Or keep a shiver from going up her back as the girl in the movie echoed her word for word before the world just went dead silent except for the sound of her racing heart_. _

And the little noise that her Doofus made right in her ear. One that made her shove him away as her face before it grew into the laugh or the joke she was _sure _was coming. "It isn't funny!"

"Since when do _you _freak out at horror movies?" He asked in a tone that almost sounded right, but Ben wouldn't look. Not even when she gave him the glare he deserved_. _One that should have earned her a glare right back, but just made him squirm instead. Squirm instead of fight back, and that was so _wrong. _

It was wrong enough that she snatched up the Evil Dead box and gave it the best evil eye she could as her mind raced. "I can't believe Uncle Carl and Aunt Sandra let you watch this."

"Let?" Ben's hand found the back of his neck at that. "_Let_ might be pushing it."

"Ben!"

"It's Dad's. I'll put it back tomorrow." The words came with a shrug as he cleared his throat and finally looked just a little sorry. "I thought you'd like it."

"You did?" Gwen asked and she didn't know why that made her duck her head and smile, but it did. It did even though it was just one more bit of weird. One she added to as she said "I know" instead of teasing him and those words made her want to hide even more than the movie. But she was a Larrson and a Tennyson and _they_ never hid. Not from _anything. _So she sniffed instead even as she grabbed for the bag she'd left by her side of the bed. "It's not your fault, but I brought the Covington Calamity and it's _so _much - !"

That got another look, the mix of worry and challenge that was so _him. _The most like himself he'd been in _weeks _as he puffed up and grumbled, "Nuh-uh! It's my TV and I get veto rights and there's no _way _I'm watching _anything _based on a true story!"

"History is _scary, _Ben! You just have to give it a chance." Gwen huffed as she gave him a shove. It was her favorite just because it was _real _and scary in all the ways that all the other movies they watched just _wished_ they were. It didn't need jump scares either when it started. Just two girls running into a field by their house with a camera that they 'borrowed' and the old woman who was found there the next day with the same camera still around her neck, only it was as aged as she was and full of pictures of a world with a burning violet sky and marble buildings and people in golden armor and robes and with hair all the colors of the rainbow.

And the story that the woman told…

The one that was _real, _and she could still remember how Michelle shrieked in her ear when they found the blood tests online that _proved_ it. A _day. _The woman aged sixty years in the _day_ she was gone, and her best friend never came home_. _Gwen shivered at the thought even as she gave the brown-haired boy a look and pushed herself up on her knees so she could _loom _over him. "'Beware the land of fairy!" she said as she tried her best to make her voice sound as terrified and old as the woman's. "Beware the Ledgerdomain!"

Just the _name _made her shiver, which was so much more than what _Ben _did.

"Please. They were just _girls. _We could have taken whatever they saw," the Doofus scoffed as he sunk back even deeper into his pillows. The quiet went on and on after that. The quiet that she remembered would have driven him _insane _just a few months ago. As crazy as her touching him, and it _was. _She could feel him tensing again, and she _almost _asked because she could feel it all happening again, but she never got the chance. Not before he sighed and mumbled, "But if you wanna watch it."

_Why are you being so nice?! _Those were the words that Gwen wanted to shout, the ones she'd been swallowing for weeks now every time he just gave in and did what she wanted instead of putting up a fight. Those and the bigger ones. The scary ones.

Was he sick? Was she? Or was he just getting _weirder? _

"No," she sighed because the movie wouldn't be fun anymore as she grabbed for a blanket.

At least she did until Ben yanked it back. "Hey! Yours is right _there!" _He shouted as he pulled it tight around him with one hand and waved at the one on her other side with the other.

She yelled at her like everything was _normal, _and she couldn't help playing along. "But… But that one's all _chilly _now!" Gwen said as she gave her Doofus the puppy dog look that always made her dad and Grandpa melt but it never worked on _him. _

Or at least it _didn't. _"Fine!" Ben muttered before she could even stick out her bottom lip and she couldn't help her smirk. At least his weird wasn't _all _bad.

"Thank you!" She said in a sing-song voice and with a grin as she grabbed his blanket before he changed his mind. Blankets that were so nice and warm and _perfect_ that she even left him half. It wasn't her fault that his 'half' was the bit over his lap, and he only got that much because he was sitting so close to her. He was close enough that she could feel his elbow and knee brush against hers every time either of them moved, even if he did bounce away the second that they did.

Not that she took _advantage, _or laughed when he jolted away when she brushed her foot against his. A touch that she barely felt after she'd borrowed a pair of socks and pulled it on over the ones she was already wearing because his room was _freezing. _She wasn't even sure that the heat was on, and she kind of understood it because there were so many people downstairs that the rest of the house felt hot when she went to the bathroom a few minutes ago.

And the _noise…_

She never would have heard the strangled breath that Ben took as he jerked his foot away from hers if his door wasn't closed tight, and that would have been tragic_. _"Calm down, Doofus," she giggled even as she collapsed against him just to drive him _crazy _and that's what he deserved for being so _weird._ "I don't have _cooties." _

"That'swhatyousaidlasttime!"

It took her a second to parse that out and when she did he was the one who got shoved. "That wasn't cooties! That was _chickenpox _and I can't believe that you even _remember _that!"

They were _four _and _a half! _They started school a month and a half later and then…

Then…

"That's what cooties _are!" _Ben shouted before she could follow that thought. "JT told me - "

"JT," Gwen scoffed as she crossed her arms and sank back. "I should have shoved _him _back then!"

"Yeah! You shoulda!" Ben grumbled a second too late as he grimaced at the words. And his face stayed that way as he fell back into his pillows. "Doesn't mean he's _wrong, _though."

"No, _science _did that!" Gwen snapped as she crossed her legs and kicked her foot. It was so long ago. Long enough that she barely even _remembered _him saying that. All she remembered was scratching his bumps like he scratched hers and then their moms' fighting and school starting and him being in the wrong one_. _"If you'd gone to school with _me _you would have _\- " _

That was as far as she got. Not because he said something, but because her phone cut them both off with a quick buzz of an alarm from where she'd dumped it on the bed next to her hours ago. Not the good one either. Not the one that meant hero time and smoothies. It was just the one she set hours ago and must have been wrong because - "No _way," _Ben said as he looked at the number on the screen, too.

Which was more than Gwen did. She just blinked at the glowing screen because it seemed so wrong. 11:50? It couldn't be. There wasn't any way that six hours could have gone by that fast. Not when it seemed like she just _got_ here.

But she was the only one who cared.

"Finally!" Ben shouted as he shoved off the blanket they'd been fighting over all night like it was nothing and rolled off of the bed. He took a second to brush his hands over his clothes even as he rushed to the door.

"I'm glad you're so happy about it, Ben," Gwen scowled, and it was only a little because she was already in her pajamas as she pulled the blanket closer. Not that it was anywhere near as warm with him gone. She'd gotten changed right after dinner, but he didn't. She never gave it a thought until now, but she should have known the _Doofus _was up to something. "You're going to get caught."

"Please, it's _me." _Ben grinned in that annoyingly smug way of his that was so _normal. _As normal as the look he gave her as he slipped out the door. "Stay there!"

Gwen shoved the blanket away before he even finished saying the words, the chill nothing compared with the thrill. "There's no _way _that I'm missing this!" She cackled as she hurried over to the door and peeked out. The hall outside was empty for once. She'd heard people go back and forth all night, but of course the Doofus got lucky. He _always _did. If she hadn't seen him crush the Luck Charm for herself she would have been sure that he'd pocketed that one, too.

His luck held as he slipped down the stairs, his feet barely making a sound for once. Gwen held her breath and waited for the yelling. None came, or at least, none that she could hear over the music.

Or the crowd.

It seemed like every adult Uncle Carl and Aunt Sandra had ever met was packed in downstairs. Over packed. Gwen didn't even know Ben's parents knew that many people, or that her mom and dad would fit right in. It _still _felt like a miracle that their moms weren't fighting any more. A Christmas one that was even bigger than the snow last week, but her mom was downstairs _somewhere. _She didn't know what her Doofus was doing, but he'd have to get it done quickly.

And so would _she. _

"Finally!" Gwen almost squealed as she closed the door again. Her fingers brushed the lock that she wished _her _door had and she almost turned it, but there wasn't any way that Ben wouldn't freak if she did. She almost did it anyway, because he was so _cute _when he was all red and huffy and in her face, and maybe that might be the thing that would snap him out of being weird and twitchy, but she was on a _mission _tonight.

The _best _mission. The kind _made _for ninja sorceresses.

_Revenge. _

This time there wasn't any cackling even though she could feel one building up inside of her. Her feet didn't make a sound, either, as she dashed across her Doofus's bedroom so she could steal the thing that meant the most to him in the whole world; more than the Omnitrix, more than his guitar or his Gamestation.

His ultra-rare gold Sumo Slammer Card, the one he _raved _about for months after his birthday last year, and that was what made it _perfect. _"So much revenge!"

And the best part was how predictable her Doofus was. If he wasn't, then there wasn't any way she'd ever find the card in here, but she _knew _him. All of him, from his favorite TV show to the way he tied his shoes. She knew _everything. _

Including where he hid all his best stuff.

That was why she slid the last few feet back to his bed on her knees. There wasn't any _way _Ben would be gone more than a few minutes. Not before he did whatever he was doing or he got caught, and she knew which way she was guessing. So she shoved her arm under his mattress the second she got close enough.

His room was _so _much cleaner than it used to be. Clean enough that it was almost like a _human _lived here and not some kind of monkey, but he had missed the dust bunny ranch under his bed. Or what looked like a topographically correct map of South Dakota when she tilted her head just right. Complete with mountains and forests.

She was almost sure that If she looked hard enough, she might find some kind of dust bunny people building a dust bunny society under there, but she didn't need to. The familiar cardboard box was right near the foot of the bed. The one that her Doofus shoved into everything into that mattered to him.

Gwen heard the bits of alien tech and whatever else he thought looked cool when he was heroing rattle around when she pulled out the box. The bits of metal and shell and just plain old rocks. All of it taken from one bad guy or the other, and all of it just jammed in instead of carefully sorted like hers was. She was ready for a mess when she pulled the lid off.

But not what she found covering it all. "Doofus…" The words were a whisper when she saw a calculator box sitting right on top. The one _she _got him, and for a moment all she saw was that night in the snow even as her hand found her charm again.

But that wasn't what took her breath away or made the world blur. It wasn't the dirty white and yellow belts that were under it, either. The ones that he'd _earned _in karate just like she had, only hers were in a display case with her orange belt. The one that took her _years _to earn and surpass and he'd gotten after only a few months. She should have been so jealous about that, but she wasn't. Not when she saw just how hard he worked for them.

And not when her whole world shrank down to the little stuffed lion that was sitting next to the calculator case, the brother of the blue bear on her bed. The ones they'd taken after the funer-

The thought stopped there. She couldn't -

She couldn't think about that now. Not when her Doofus _needed_ her. Not when no one else even seemed to _notice _how off he was acting, and not when she'd already tried everything else. She'd even gone hero with him every _night _this break and a surprise snowball fight that she'd never forget just so he'd snap out of the funk he was in.

And not when the convention was tomorrow, the one she spent a whole _week _talking her daddy into taking her to and the one that promised that she'd spend most of the day in the car with him and her best friend. The only thing that would have made the day any worse was if the Doofus was coming, too, but that would have ruined the whole surprise. One that just _started _with him freaking out when he realized that his precious was _gone. _Which would be when she asked about it in a couple of days. She could hardly wait to see his face when he realized.

And she already knew that the one he'd make when he got it back would be even better. Especially when he saw the names signed on it. And even then, even with both of the show creator's signatures, it _still _wouldn't be as good a present as her necklace, but -

"Hey!"

Gwen's head shot up when she heard Ben's shout. "I wasn't doing anything, Doofus!" She snapped even as she dropped the card back in the box and shoved it all back under the bed in a panic because Ben always got away with everything, but when she did one itty bitty kinda bad thing and she got _caught_.

So not fair!

She spun around, her mind already racing for some kind of excuse, but she was alone in the room with the door still closed.

"Ben?"

"Ben!" Aunt Sandra's voice echoed back, only she was a lot louder and more upset. As upset as the woman got when she wasn't talking to Gwen's mom anyway.

Gwen didn't hear what Ben said next, but she had a feeling that whatever it was got him into more trouble. Which meant he'd be back in just a couple of seconds. She threw herself on the bed and wiggled back into her spot even as she reached for the blanket and threw it over her legs. Then she sat back on the pillows and looked as innocent as she could as she watched Aunt Sandra drag him in by the arm. "Mom, I didn't - Come on, let go! You're embarrassing me!"

"What did the little Doofus do now?" Gwen asked because she _should _even as her heart pounded in her chest. It didn't help, but it didn't matter. Neither of them was paying any attention to her.

Aunt Sandra glanced over at Gwen for just a moment before she kicked the door closed behind her. Then she just stopped and took a deep breath and Gwen almost laughed at the look her Doofus got on his face even before the woman knelt to look her son in the eyes. "Now, honey. I know that at your age you want to try new things and push your boundaries, but you're not old enough - "

"Mom! Not in front of the Dweeb!"

Gwen smirked a little because that whine was so _normal _and she lifted her hands as they turned to look at her. "No, please keep going! Just pretend I'm not here."

"Gwen," Aunt Sandra said with a sigh as she shook her head.

Gwen pouted. "Oh, come on… You can make it my birthday present, Aunt Sandra!"

"Gwen," Aunt Sandra repeated as she ran her hand through the bob of her blonde hair. Hair that already had confetti in it. She gave Gwen a quick pleading look before she turned her attention back to her son. "Maybe in a few more years, Ben, but for now…"

"Mom!"

"Ben!" The woman parroted back and nothing could have stopped Gwen's laugh at that or the way the Doofus stiffened as he was pulled into a hug. Maybe she wasn't the only one with cooties after all. "Just a few more years, but for right now I want you to stay my sweet little angel."

"Mom!" Ben groaned even as he shot another glance over at Gwen.

The grin went away when Aunt Sandra nailed her with the squint-eyed look that every mom must learn even if she never _imagined _that she'd see it on her face. "And what were you doing while Ben was sneaking around, young lady?"

Gwen froze and squirmed on the floor as her mind raced for _any _excuse. "Watching - " she started to say before Aunt Sandra turned and stared at the television.

The _blank_ television.

Ben had turned it off. How could she have forgotten?

Aunt Sandra didn't say a word as she got up and walked over to the nightstand as all the funny died. She didn't say a word, but she didn't take her eyes off of Gwen either, except for a moment to glance down at the remote. Gwen heard the party from Times Square come up as she turned the thing back on and she felt the Doofus staring at her. She knew he was the one smirking now, and it so wasn't fair. She'd have glared at him if she was brave enough to take her eyes away from her aunt's.

Gwen swallowed hard when she felt a hand catch her shoulder and pull her back up to her feet before it sat her down on the bed. Then there was a little whine of her own filling the air as her aunt sighed and leaned in. "Don't prank him too badly," the words were whispered right into her ear. Gwen nodded out of shock more than anything as Aunt Sandra gave her a smug little grin and a quick kiss on the forehead before she stood back up. "It's almost time. I want you two to enjoy the big night and then go right to bed, all right?" Gwen nodded, but she didn't have to see Ben's face to know that he was rolling his eyes until his mother finally sighed, "Ben?"

"Fine."

"I'll keep an eye on him, Aunt Sandra," Gwen offered with a little smirk at Ben. The smirk got bigger as he glared back and she could have giggled at the normalcy of it.

Aunt Sandra shot her a look that said she couldn't decide whether to smile or sigh. She settled on sighing again. She opened her mouth to say something when the music outside picked up a little and someone started calling for her. "Thank you, Gwen." She gave her son another look before she leaned down to kiss him on the cheek. "I wish you weren't in such a hurry to grow up."

"MOM!"

With that. Aunt Sandra stood and walked out. "Happy New Year. I love you two."

"I love you, too." Gwen managed to wait until her aunt closed the door before she crossed her arms and added, "I told you so," she paused for just a moment, just so the knife would sink in _deep_, "angel."

Ben glared at her as he tried to rub his mother's kiss off his cheek. "Yeah, yeah. I'm not beat yet."

"Whatever it is, just give it up. Come on, let's watch the countdown. Don't ruin the night."

"No. We have to do it right," Ben grumbled as he glanced down at the Omnitrix.

"No, Ben!" He ignored her and twisted the dial. "There are too many people. And someone will notice a blue dinosaur, no matter how fast you move!"

"What about..?"

"And vines."

"But..."

"Not even Grey Matter."

"He's too small anyway." Which was so vague that Gwen almost asked. "Fine, I don't need the watch anyway. I have mad ninja skills now, thanks to you."

She pushed herself to the end of the bed so she could grab him. She'd make him sit down if she had to. "You're going to get me in trouble, too!"

Ben didn't even pretend to care about that. "Be right back." With that, he slipped out of the room before she could even get up. Gwen sighed and waited on the edge of the bed. She didn't bother to root through his stuff anymore. Not when she knew right where the card was and she was _sure _he would be back before she could even touch the box again anyway.

And she was right.

The door flew open. Gwen expected to see Aunt Sandra dragging Ben back through the door again, but it was just Ben. Only now, he was grinning.

Grinning and holding a single crystal flute in his hands. "Told you I could do it," Ben said. He looked more pleased with himself now than he did even after going hero. He closed the door behind him and carefully walked over to sit down next to her on the bed. "With time to spare, too. Man, I'm _good!_"

"That's what you were getting?!" Gwen stared at the bubbly beige-colored liquid in the half-filled glass. Champagne. He'd gotten _champagne_. "How?"

Ben's grin got bigger as he swirled the drink around in the glass. "It was _super _easy! Your mom was filling all these glasses in the kitchen when your dad came and - "

He flushed then and scrunched up his face and Gwen just hid her face in her knees because she _knew _just what they were doing. She just couldn't believe that they'd do it in front of _company! _It was bad enough when she _stumbled _in on them! Her mother was supposed to be a _lady_ and her parents were so _gross. _"Sorry."

"Not as sorry as _I _am!" Ben said with a snort that didn't go away even after she hit him with his pillow, even if he did shout and save the glass. "They weren't paying _any _attention, so I swiped a couple of these and was on my way back when I saw my mom coming. So I hid one behind a photo and let her take the other one." There was definite pride in his voice and the smile came back as he added, "Just like Grandpa taught us."

Gwen crossed her arms and scowled. It was one of a thousand little tricks Grandpa taught them since their lives went _crazy_, but that didn't make it right. "He didn't do it so you could steal _drinks_!"

Ben shrugged. "He didn't say not to, did he? Besides, it's traditional, isn't it? And I'm going all out to ring in the Bennenium!"

"Gwennenium," Gwen corrected. She let out an annoyed sniff and would have rolled her eyes if she didn't have them locked on the drink. "And for the last time, the new Millennium doesn't start until next year!"

"Not even in your dreams," Ben said as he swirled the liquid around in the glass. "And if it isn't the new millennium, why is everyone going nuts downstairs?"

"For the same reason Grandpa was so happy when he went a million miles in the Rust Bucket. People just wanted to see the numbers roll over. That doesn't mean that they're _right!_"

"So they just want to party? Why didn't you just say so? Everyone wants to party." Ben smirked at her. "Well, almost everyone, anyway."

"I party!"

"Yeah, that's why you brought _books_ tonight."

"You're just mad that my spellbook and journal aren't picture books."

Ben stuck out his tongue. "Well, you go read then. I'm going to celebrate!" He swished the champagne around in the glass as much as he could without spilling it.

Gwen couldn't take her eyes off of the champagne. There was so much in the glass. "You're going to drink it all?"

"Yup!"

Gwen hesitated. She couldn't believe that he even wanted to try the stuff. She should just let him. He wasn't going to listen and he'd probably be as funny as all the idiots she'd seen on the news during Spring Break. He'd either be funny or he'd get sick, which would be even better. It would teach him his lesson and he'd get into SO much trouble.

They were way too young to even think about it. She knew it, and she knew that he knew it, too. He was just being stupid. No, he was being worse than that, he was...

"I wanna try some," Gwen said, and her voice was barely a whisper.

Ben snorted and brought the glass up to his lips. "Go get your own then."

She thought about trying the Bambi eyes on him again, but she _knew _he was acting too much like himself right now which made her shift on her knees with joy because this was _way_ better. Her Doofus always made her _earn _it, by outsmarting him or outracing him. She felt her fingers itch for the glass as he brought it up to his lips and started tilting it back, but she didn't try to take it away. She played the one trick she almost never did instead. "Please?"

Ben stopped and for a moment he looked like he was going to laugh and drink it all right in front of her. Then he got _that _look on his face again. Like he was going to bolt or throw up or do something _stupid _before he let out a little breath. "Fine."

Gwen made a happy noise as she reached past him and grabbed the closest cup off of the nightstand and plopped down on the bed next to her. It was only after he poured half of the drink in that she realized that it was his. "Eww. I don't want your germs," she said when he tried to hand the cup back. He rolled his eyes, but he didn't say a word as he handed over the crystal. She took it in both hands and sniffed the bubbly liquid inside. It was strong, she thought, but it didn't smell all that bad.

Ben sniffed his cup, too, but he wasn't trying to drink it again. Instead, his eyes went to the television, and hers followed. There were just a couple of minutes left. "We drink at midnight, right?"

"I guess," Gwen said. She thought that was how it worked, but she never really thought to ask. What if that was bad luck? "Maybe we're supposed to drink it right after, or..." she started to babble even as she reached for her phone so she could check.

Then the floorboards outside the door creaked and it didn't matter.

"Happynewyear!" They said together, the words in a rush. They clinked their glasses together – well, clunked, plastic cups didn't clink very well - and drank. The crystal felt cool on her lips, and Gwen tilted the glass back to take a little sip, just in case. That was the plan, right up until she watched Ben down all of his in one big gulp.

So she did the same thing. She might have liked a sip, but now she felt her whole face scrunch up as tears filled her eyes. The champagne burned in her mouth and all she wanted to do was spit it right back out, but if she did she'd never hear the end of it. So she swallowed hard and started coughing as the drink hit her stomach like fire. She waited for Ben to start laughing at her and forced her eyes open just so she could glare at him, but he was coughing, too. His face was bright red, too. The only time she'd ever seen his face redder was the day they'd spent at Monument Valley and he refused to wear sunscreen.

He wiped his eyes with the blanket and forced them open to look at her. "Gross," they said together.

"People drink this for fun?" Ben asked as he started to scrap at his tongue with his t-shirt sleeve.

Gwen followed suit with the sleeve of her pajamas. The cotton tasted a lot better than Champagne. "Dumb people."

"If you were any redder, you'd look like a lobster."

"I'm not as red as you," Gwen shot back. She didn't know if that was true or not, but she sure hoped it was.

"Yeah, right…" Ben said with a snort, which turned into a hiccup. He blushed again and clapped his hand over his mouth.

Gwen wanted to laugh at him. Instead, she put her hand on her stomach. The sharp heat from the champagne was dying down into a much more pleasant tingly warmth. She rubbed at her stomach as the heat started to spread out. It was kind of nice, but in no way worth the taste it left behind.

Her eyes went to her other hand, to the empty glass she was still holding.

Her first drink.

And her first out and out broken rule because heroing didn't _count. _That thought gave her a little thrill even though it was all _Ben's _fault.

Of course, it was.

"What?" Ben asked and he sounded like he was getting strangled again. "Why are you looking at me like that?"

Gwen realized that she was grinning a little as she watched him and she didn't know why. "Hey, it's my first New Year's Eve. I get to smile if I want."

"Well," Ben muttered. "Not at me."

She shifted a little closer to him as her smile turned into a smirk because he always made this so _easy. _"I'll smile at whoever I want, Doofus!"

Ben glared back at her before he shook his head and made a point of turning his back on her. "Spaz." He bit the word out, but he didn't sound angry. Not really. If anything, he looked twitchy.

He _always _looked twitchy now.

Gwen's only answer was to move even closer, until her chin was just behind his shoulder, just to drive him nuts. Ben felt it, but instead of just looking over his shoulder at her like a normal person he spun around. And the smile died on Gwen's face because he ended up a lot closer than she expected.

Way too close.

He was so close that she could feel his breath on her face and it tickled enough to make her shiver. She stared at him and she knew she should move back, but he was right _there. _Just inches away and when she looked into his eyes her breath _caught _and the rest of her _froze _as -

\- as he flicked her on the tip of her nose with his finger.

"What was that for!" Gwen shouted as she threw herself backward and covered her poor abused nose with her hands.

"Made you blink!" Ben said with a howl of laughter that was big enough that he fell back onto the mattress.

Gwen glared at him as he kept giggling and almost started screaming at him. Almost, but that would have only made him laugh more. No, she knew what she needed to do to get him back. She just needed to figure out - "_10!_" The words came sudden and excited from the television and were echoed through the floor from everyone partying downstairs.

And Gwen grinned because she knew _just _what time it was. She wondered how deep she could make him blush this time as she pushed herself up on her knees again. She didn't know if that was what made Ben's grin vanish or if he just saw her smirk, but something made him squirm and mutter, "Stop it."

_"Nine!"_

"There's another tradition," she said, her voice a teasing sing-song as she got on all fours and crawled over. Some part of her wished that she was wearing her Lucky Girl costume because even if she didn't feel like the cat's meow - and she did, she _so _did - he looked just like a cornered mouse right then.

_"Eight!"_

Ben gave her a look that was almost pure panic as he tried to pull away too late. "What? N - no there isn't!"

_"Seven!"_

"Yes, there is!" Gwen declared as she pounced. He was too startled to even pull his Watch arm back before she landed on it and pinned it down between her leg and the mattress even as she sat down on his stomach and held the rest of him down. She loved it when he squirmed and he never did as much as he did now, not in all the times she'd gone nuclear on him. If she'd known that it would be this much fun, she would have done it more. The thought made her giggle even as she put her hands on the wall on either side of his head and stared down at him. He tried to lean back, but there wasn't anywhere he could go before he hit his pillow and his eyes opened _wide _when he realized that and all the wider as she leaned in closer.

Good! This was what he _deserved _for making her _worry! _

_"Six!"_

Gwen's body hummed with the heat of the drink and _him _as she got closer and closer and waited for him to freak like he always did.

He didn't freak.

_"Five!"_

She was that many inches away when Ben stopped squirming and just stared back. It was the most still he'd been in _weeks _and the shock of it made her stop. The shock and his eyes, which were _huge _from here. Huge and so dark that there was just a sliver of green around them. A sliver that she couldn't take her eyes off of and there was something about them that made her mouth go _dry. _Dry enough that she swallowed hard and licked her lips as her heart pounded in her ears. He was supposed to freak...

_"Four!"_

Instead, he leaned up.

And the universe _stopped _when she felt his lips press against hers. They were still chapped from the cold last week and she didn't _care_. Not when they were so warm, so _him, _and she didn't...

Maybe that was why she didn't pull away. Why she _froze _for a kiss could have lasted forever or for just a moment. She didn't know. Not any more than she did which of them let out the little surprised noise that was almost a moan as he started to pull back just as she started to close her eyes...

His _lips_...

Then the house shook with noise and Gwen jumped away in surprise. It took her forever to realize it was cheering, and that they'd missed their first New Years together, as she sat back on his lap and just _stared _as his kiss echoed through her. Stared as he sucked in a strangled breath of air and stared back. A blush covered his entire face, but she knew that hers was worse without even looking.

He stared, but he didn't say anything, and neither did she. Not when her lips tingled too much for words. She felt his trapped hand twitch against her leg, but she couldn't move.

Her first…

It was just supposed to be a _game! _She'd kiss his cheek and he'd freak out like he always did and…

And he…

He was her _cousin! _Her _Doofus _and he…!

And she didn't _know! _She couldn't even figure out if she was breathing too fast or not at all. She just knew that he was right _there _and his lips…

His lips looked…

And then another voice on the other side of the door cut through it all. One she knew down to her _bones. _"I've got them, Carl! Keep looking for that CD!"

"Daddy?!" The word was just a gasp, one that _none _of the monsters that they'd fought ever got out of her. One that she tried to catch with her hands and hit herself in the face with the crystal flute instead. The one she'd forgotten she was even holding and the one that would make her deader than dead if she was caught with.

God, she might even be grounded!

She barely had time to suck in a breath before the glass was gone. She blinked and saw it in Ben's hand as he squirmed out from under her and leaned over the edge of the bed. It was gone when he pulled himself back up a second later as she rolled the other way.

They were both right side up a moment later, which was just _barely _fast enough. "Hey, Pumpkin!" Her father said, his smile wide under his glasses as he walked in as his eyes went right to her. Eyes that always saw _everything _and Gwen couldn't _breathe _because she knew everything that they'd just done was written all over her face and anything he said was just a _trap. Especially _his "Are you two having fun?"

Those words were so simple, but they drove all the ones that Gwen knew right out of her head. Magic and normal. All that was left was a scream that wouldn't stop and she couldn't get her mouth to make and the tingling in her lips that gave it all away. Ben -

A boy…

Ben is a _boy! _BenisaboyBenisaboyBen - Ben _k - _

"Is everything all right in here?" her daddy asked and Gwen _finally _looked up again just in time to see the last of his smile melt away and a wrinkle mar his brow. It was a look that _always _cut her to the core.

"Except for the fact that my room smells like _Dweeb _now, sure," Ben said before any of that could get out of her mouth as he gave her a look that she knew so well. "_And_ she keeps stealing all the blankets!"

"Hey!" Gwen shouted, the word just spilling out as she grabbed for the blanket she'd forgotten all about as his hand shot over for it. "Daddy, tell him it's - !" Those words were just as much instinct, too, and the last one died on the tip of her tongue when their fingers brushed and she looked up into his emerald green eyes again.

One look, that was all it took. She felt her cheeks burn as his eyes went wide. Eyes she only saw for a moment before hers dropped back down to his lips and everything else disappeared because he -

"Frank!" Another voice that she knew cut through that thought even as the room echoed with another cheer and the thunder of feet on the stairs. Thunder ushered in her uncle as he rushed into the room. "We found the CD, Frank and Lili's getting warmed up! Man, I haven't seen her do 'the Jackal' in _years!" _

Her uncle's words didn't make any more sense than the rest of the night and she didn't know _why _her father lit up at them, but he did. "Well, you're not missing it now!" The words were a laugh. A laugh that Gwen didn't understand at _all _as her father gave her another look and bent down so he could brush a kiss against her forehead. "Happy New Year, Pumpkin."

Gwen just nodded as the man brushed a hand through her hair and said _something _to Ben. Something that her uncle echoed even as her father rushed out the door. Uncle Carl was only a step behind as he gave them both one last look before he closed the door behind them as her mind just spun around on itself. Spun around until she started to giggle. One she caught in her hands as she turned towards her Doofus and -

And choked when she felt her lips brush her palms as she _remembered. _He _kissed _her! _He_ _kissed her! _He -

He bounced out of the bed like it was on fire under his stare. He bounced out and all but ran to his dresser and froze there with one hand on a drawer. "Ben?"

"You heard dad, I have to..." Ben choked out those words as he went _so _red. Red enough that she almost _asked_ before she saw the pants in his hand. The one she saw so many times. His _pajamas. _

There weren't words after that. Not once she realized and scurried under the covers. She pulled them up to her chin as she turned her back to Ben. She still heard him getting changed even though she tried so hard not to listen. Her hand clutched at the pillow and she would have hidden her head under it, but that would have made things so much worse somehow. As it was she just laid there curled up on her side with her knees tucked up under her chin. She brushed her hand against her lips and thought that they felt puffy and hot.

Her first...

He was her cousin! What if their friends at the dojo found out? Or her parents? Or his? They would freak! They wouldn't let her see him again! And it was all because of her _stupid_ game! It had been her life's dream once, to never have to spend time with him again, but now...

Now...

"Ben?" She asked before she realized that she had no idea what to say.

And he didn't say a word, and it was the weirdest thing, him being _quiet. _Quiet enough now that she could hear him breathing. She buried her face in the pillow to block it out until she realized that it smelled like him. He was everywhere, and it was too much, too fast. Her heart pounded so loud in her chest that she was sure that everyone downstairs could hear it.

She was sure that there were going to be outraged screams. That her daddy was going to figure it out and come charging back up with his parents right behind him. And her _mom! _Oh, God…

She could almost hear them storming up the stairs…

Almost, but Ben clomped around too loud behind her as he moved back to the bed, and her face burned brighter with every step as she imagined him getting in with her. Only he didn't. He stopped at the side instead and she heard something rustle. If it was any other night she would have remembered the sleeping bag there before now. If it was any other night, she would have caught her mouth before it ran off without her and said, "Don't be silly, Doofus, I already told you that you don't have to…"

The noise of the bag, the noise of _everything _stopped when those words slipped out of her again. They were the same words that she'd said hours ago without even thinking about them when she saw the sleeping bag lying on the floor because him sleeping there didn't make any _sense. _Not when his bed was _huge _and they slept closer on the Rust Bucket. Besides, it was just _Ben. _She'd told him that without even thinking about it before and she told herself that over and over again now and she _almost _believed it.

It was just Ben. It was just _Ben._

Then she felt the bed behind her move as he climbed in and she wasn't thinking _anything_ except that he was a _boy. _She was in bed with a _boy! _One who just…

Just...

Gwen couldn't help the nervous giggle. They'd spent half the day lying in bed together - most of it fighting over the same blanket even though there were two more - and she never gave it a second thought.

Now she did. Now it felt weird as he pulled up the covers and shifted around like he couldn't get comfortable in his bed.

Things never felt weird with Ben before. Annoying, sure. Scary, sometimes, but never weird and now it was. For both of them, she could tell just from how his voice shook a little as he finally said, "Thanks. I _hate _sleeping on the floor. It stinks down there."

It didn't. She knew it didn't.

"You _so _owe me," Gwen whispered like she was doing him a _favor_ and like she didn't want to scream when she felt the bed shift again as the champagne burned in her stomach. Then she felt his hand on the small of her back and she almost leaped out of bed. "What're you doing?!" she asked, her voice just short of a shriek, as the touch became a shove and he pushed her to the edge of the mattress.

"I'm not getting cooties _again_."

"Cooties?" It took a moment for her to realize what he meant, and when she did the tension in her chest broke. "That was years ago! Let it go!"

"Yeah, but who knows what else you've picked up since then?"

"I've picked up a _Doofus_," Gwen snapped at him and pulled as much of the covers around her as she could, only to have Ben pull them back. They fought until neither had as much as they wanted, but at least they were sure that the other wasn't comfortable either.

It didn't feel weird after that.

Good.

But he didn't say another word to her after that either. Not even goodnight. Not even after he kissed her. She wondered if he regretted it.

She wondered if she did.

She didn't know what she'd been thinking, teasing him like that. Daring him. Of _course, _he'd get back at her. It must have been the champagne. She could still feel the heat of it in her stomach. There wasn't any way that she was ever drinking it again.

He was _Ben_, for God's sake. The pinnacle of grossness.

That stupid drink.

Gwen laid there with her back to him and brushed her finger against her lips again. They felt weird under her fingertips and it took her a long moment to realize she was grinning. She'd never touched her grin before.

Her first kiss. He _stole _her first kiss!

Gwen wanted to giggle or shout, but she didn't make a sound. She just laid there and ran the words through her head again and again, and they sounded better each time. She felt like she was buzzing, or calling up magic, and she knew that there wasn't any way that she'd ever fall asleep. Not tonight, and maybe not ever again.

He _stole _her first kiss! Her hand barely caught her giggle in time as the thought went through her head again. She wished he would say something. She wished she knew why she didn't shove him away.

She wished it made _sense. _

Gwen was still wide awake when Ben started snoring behind her. She couldn't help listening to the soft wheezing sound he made and remembered how annoying it used to be, but she couldn't remember _why. _

And she barely noticed it as her breathing fell into the same rhythm...

\- o - o - o - o - o -

_The air was so warm, and the sun was just coming up and painting the sky red. She could hear insects chirp in the distance, and in the tall flowing grasses, there were flickers of movement from grazing animals. A red-haired girl in strange clothes sat on a rock overlooking it all, not sleeping, not really awake, stuck in between. Gwen started at the sight and she didn't know why. She just made her way over through the waist-high grass, staring the whole way. _

_The girl was her age, or maybe just a hair older, and looked so much like her. It was like looking into a mirror with only a few details changed; her green eyes were deeper, more reflective. And the smile was one Gwen had never made, never seen herself make in any picture._

_"Can you see it?" The girl asked her, and Gwen blinked. The girl kept staring out over the endless horizon of a sea of grass and a small river that ran through it, trees dotting the edges as something rumbled through the air around them. "Do you know what this is?"_

_Gwen tried to speak, tried to ask her what she was talking about, and found that she couldn't speak. She opened her mouth, she tried to force noise out of it, and only the rumble answered her. _

_A rumble that got louder and louder until the other girl finally looked up and laughed once as she kicked her bare feet over the edge of the rock. Then she shook her head and finally looked down so their eyes could meet. She was still smiling, but it was a sad smile now. Like she was disappointed. "Don't ever forget what's important. Can you promise me that?"_

_And Gwen tried to talk again and failed, and there was just the rumble as the green world went away..._

\- o - o - o - o - o -

A rumble that was a snore, her _Doofus's, _and it filled her world like it never had before.

There was a world of difference between him snoring a couple of feet away and his snoring right in her ear. Gwen realized as she woke up and tried to hold onto the dream, but she couldn't. Not when she felt him pressed up against her back with his left arm wrapped around her waist.

"Ben," she whispered as she tried to pull away and remember _something. _Something that slipped away as his grip around her middle tightened and the Omnitrix dug into her stomach. A grip that relaxed the second she stopped moving, even as she dealt with the rest like she did for a summer and a half, with words that were just a loud whisper that he always heard. "Doofus! You're snoring!"

"Deal with it, Dweeb," he mumbled, the words a sleepy slur as he moved his head a little. A second later he was asleep again and his hot breath brought up goosebumps as it tickled the back of her neck, but at least he wasn't snoring.

But he hadn't moved anything else.

She knew she should move, or hit him until he did. If their parents found them like this they would never hear the end of it if they were _lucky_.

She _should_, but he felt so warm and she was too comfy and too tired to worry about anything.

He'd kissed her, she thought one last time as she snuggled a little closer to him and took his hand in hers. She guessed that the world didn't end and she didn't know _what _she should think about _anything_, but this was a new millennium and she had _plenty _of time to think about it. Tomorrow she would freak. She knew that already even if she was too sleepy to remember _why_.

But for right now she just closed her eyes and smiled as her Ben held her close and she didn't open them again for the rest of the night.

\- o - o - o - o - o -

**Author's Note**

There's art for this chapter now!

deviant art com /kira0503/art/Bwen-10-Ringing-in-the-Bennenium-823134429

If you like it please leave a review telling Kira0503 so because she caught the moment perfectly and my friend csgt for commissioning it.

And in much less important news next week's chapter might be delayed because I had an idea that changes quite a bit of it. I'm not sure if it'll work, but I want to give it a try.


	27. On Ice

Chapter 27: On Ice

_Ben's House_

_Bellwood, California_

_8:02 am, January 1st, 2000_

Before the Omnitrix landed in his life, there was nothing that could get Ben up before he felt like it. Not alarms, not his mom, and not even really Grandpa. After, sleeping light was just another thing that became a part of his life ever since the alien device on his wrist fell from the sky and did what it did. He was used to it, but he never really liked it. Not that it was all bad. It saved his butt from more than a few pranks that first summer, not to mention all the times that the bad guys tried to do something stupid, but that didn't make it any easier.

Until now.

Now the world came back with the warm slowness that he still remembered and only ever got close to in math class anymore, but his desk wasn't anywhere near as comfortable as the bed he was stretched out on. A warmth that came with a heaviness on his chest that didn't feel the least bit wrong even though he'd never felt it before until it went away with a noise that sounded like it belonged in a cartoon. That was when the first bit of sleep fled from him. That and the warmth. Not much, not with the covers still pulled up over him, just enough that he rolled over looking for it. He found a pillow instead, one that he buried his face in as he inhaled the soft smell of strawberries.

_Strawberries. _

His eyes flew open faster than they even had when the world was exploding because he _knew. _The mess of empty bowls and cups and controllers that he saw on the nightstand when he did only proved it. It _wasn't_ all another dream. It couldn't be. His Dweeb really did sleep there. There wasn't anyone else who would leave his room smelling like a fruit - "Cherry," he whispered, the words strangled in his throat.

Her lips tasted like _cherry. _He'd _kissed _his dweeb!

The thought rang right through him and he felt a _scream _build up in him. The same one he'd felt years ago the last time he'd woken up like this and realized that the tingling on his lips was as real as the alien device around his wrist. The one that made him a _hero. _

And this was _better. _He'd _cheered _so loud that he scared his Dweeb right out of bed back then. Now he didn't have the _words_. Not now and not last night. Not when he could still taste her lip balm.

And this was _worse. _He'd kissed her. He'd _kissed her. _She was a Dweeb and a know-it-all and his cousin and his best friend and he'd _kissed her!_

Was he smiling? He felt like he was smiling. He felt like a million bucks and like he was going to throw up all at the same time. It was the best feeling ever, and this was just the start. He didn't think he'd imagined her chasing him back down after he tried to pull back, either. And he definitely hadn't imagined that little noise she made when he'd reached for the back of her head to hold her there. If she hadn't liked it, she would have yelled at him. Twisted his arm in one of the holds he hadn't learned yet. Shoved him away and ran off. Maybe even tossed magic at him, but she hadn't.

She hadn't _stayed _either. Ben knew that the second he looked at the empty space at the edge of the bed where he'd pushed her out of her nerves and so he could tease her after she said they could share the _bed _and it never mattered until right then, not even though she was a _cootie_ _queen._ Not until right then. Then it was the whole world pounding in his ears because he kissed her and they were…

And then he shoved her and she yanked at the covers and it didn't matter at all. He kissed his Dweeb and it didn't change _anything. _She was still his Dweeb.

And she should have been right _there. _She should have -

"Been such a _nerd_," Ben said and laughed out loud as the relief hit her. Of _course, _she didn't sleep in. Big deal. She usually woke up before he did, it was one of the things that used to drive him nuts because she couldn't just _relax. _Not even on vacation.

Not even after he…

She _knew._ After all these months she _knew. _She knew, and she hadn't run away screaming. Hadn't blurted out to their dads what he'd done. No, she'd hidden it away, a secret just between them. No _wonder _she didn't say a word. All of the best stuff in their lives were secrets, after all. And running. So much running.

And chasing.

"Ready or not, Dweeb, here I come!" Ben laughed and tossed off the covers because that was always the best part. He jumped out of bed and grabbed a shirt and his favorite khakis out of the dresser that his mom had insisted on him putting all of his clothes in before the party. He liked just getting them off the floor, which was _so _much easier and faster as long as he didn't let it get too bad. The only thing that slowed him down at _all _was the shoe box that brushed against his heel as he got up. The one that was heavy with all his cool stuff and he almost wondered about before he kicked it back under the bed.

He didn't want his Dweeb to get _too _much of a head start.

Ben had slept in and he didn't regret it for an instant. But now that he was up? He didn't want to waste a second more than he had to, not being around Gwen. Not when she knew now. Not when she felt the same way.

Maybe he could even talk her into staying instead of going with her dad for whatever trip the man was planning today. He'd only caught a word of it before she'd grabbed his hand and dragged him upstairs yesterday, but it wasn't like they were going anywhere _fun. _Not like the kind that they'd had last night just hanging out.

When they _kissed. _

The idea stopped him _dead _and made his face burn because he _kissed _his _dweeb! _He should be _sick! _He should be _committed! _He should have…

He _kissed _her!

Ben rushed out of his room at that thought with a grin that made his face hurt. A quick look told him that she wasn't in the bathroom. Not with the door cracked open and the light off. The words he heard drifting up from downstairs gave him his first clue. Words and the smell of something _good. _

None of the voices were _hers, _but it didn't matter. He hit the stairs with his usual stomping and tried to curb the smile that he absolutely _did not want_ his parents asking about. By the time he hit the bottom step, he imagined he was back to looking sleepy and disinterested as he took in the hall and what he could see of the living room at the end of it and the mess of the party that was all around down here, too.

It should have been the smell and the sizzle of cooking hashbrowns that snapped him out of it. That always did the trick before, but his stomach was tied up in too many knots for that. Or the sound of his aunt laughing at something his mother said, he couldn't even remember the last time he heard _that, _but it wasn't.

No, it was Uncle Frank saying "Pumpkin" that got his feet moving again. There were more words before and after. Words Ben didn't hear as he followed the sound of his uncle's dry chuckle into the kitchen and the mess there.

The mess of glasses in the sink and paper plates and trays that were just shoved down the counter towards the overflowing trash can so his dad had room to work around the stove. The mess of adults that were moving all around as his mom and hers set the table together, still chatting and smiling as Uncle Frank pretended he was reading the newspaper and then his mom set down the last plate, turned...

And the world went away because his Dweeb was sitting right _there_, already dressed and wearing her Cat's Meow shirt, the one that was almost like the one she wore all the time two years ago when he really realized just how much of a Dweeb she was.

And that being a Dweeb wasn't a bad thing.

"Hey there, sport!" His dad greeted him from the stove, waving a spatula and grinning at him. He was wearing his favorite apron over his sleeping shorts and T-Shirt and his words caught everyone's attention. All but one. "Finally decided to join the rest of us in the land of the living, huh?"

"We were wondering which one of you would wake up first. If you'd just been five minutes quicker..." Ben heard his mom say with a happy sigh as he watched her sit down at the table from the corner of his eye. Ben knew he should say something about that, or about the wild hair and happy smile on his aunt's face as she sat across from her at the breakfast table, both of which he always imagined were impossible, but he didn't. He couldn't take his eyes off his Dweeb as she sat there between her parents with a coffee cup held tight in her hands and her green eyes staring at the tabletop. A cup that went right up to her lips before he could say anything. Her lips... He kissed -

"So, Ben." Aunt Lili said to him with a smile as his mom kissed his forehead and then turned to go to his dad. "It seems the world didn't end last night after all."

"As if," Ben said back automatically. He rubbed a hand at his forehead and sat down at the table, still looking at Gwen and getting that funny feeling back in his stomach again. But it was a little bit different now than it had been last night.

She wasn't looking at him.

"Breakfast'll be up in a bit, Ben. Go ahead and grab yourself some OJ." His dad called over his shoulder, and Ben looked over in time to see his mom leaning against his back and going up on her toes so she could kiss his cheek and put her chin over his shoulder. He wondered how that felt, and then his face burned from it. He scowled and reached for the orange juice and an empty glass sitting at the table and poured himself out some.

"You two are certainly growing up." Uncle Frank said cheerfully. "Already dressed for the day, even. Unlike my slob of a brother over there." Ben blinked as Gwen hunched down a little more and kept her mug up by her face. Was she drinking _coffee?_ Since when did Gwen drink _coffee_?

"Just because _you_ like wearing a tie all the time doesn't mean I do." His dad snarked back at him, sending a wink at the table. "A man puts on a tie all the time, it chokes off the oxygen from his brain and he forgets how to have fun."

"I know how to have fun, Carl," Frank argued back without any heat. "And if I don't, I'm sure that my Pumpkin will show me how this afternoon when - "

Ben was _almost _jealous of his Uncle because those were the words that got his Dweeb moving again and look at something besides her mug or the table. Her head shot up and then he was because she gave her dad the glare that _he _got all the time! And Uncle Frank didn't even _care! _The man just smiled even as he mimed zipping his lips as he looked over to him, and her eyes followed.

Followed and went _wide. _Wide enough that Ben saw the white all around her irises as a flush filled her cheeks and he _knew. _

Knew and almost laughed because duh, of _course _she couldn't say anything right now. Not while their parents were here. He could have laughed and it was all he could do to fight his grin down to something _normal _as his Dweeb's flush raced for her neck before her eyes shot down to her mug again.

Not that anyone noticed, not while his dad was still ribbing hers. " - didn't have to leave right after breakfast you'd have a chance to prove it, Frank. Because I found dad's old horseshoe set and we have a grudge match to settle up on if you're - "

"No!" His mom broke in with just a hint of panic as she stood up again and his aunt nodded and looked so severe. "It's a new _everything _and we're not starting it with you two - "

"Boys versus girls?" His uncle suggested cheerfully, his eyes glittering under his glasses, and Lili tensed up for a moment before sighing and nodding. "Good. Bring it over to my house next week. We'll have time after the party, Shorty."

Some part of Ben followed all of that. It was the same part that followed the crowd as he saved the day, but everything else was focused on _his _Dweeb as she just sat there, nervous and fidgety and he never could help himself. "You okay, Dweeb?"

"I'm fine, Ben." She said, her voice a touch too high and didn't even glare at him. She'd never _not_ stared him down for calling her that in front of their parents and that was how he knew he _had _her.

"So, did you two have fun last night?" Uncle Frank asked, finally folding up his newspaper to finish up later. Ben thought about giving him a quick answer, but he couldn't get the words out. Not when he knew he'd give it all away the second he opened his mouth.

"It was fine," Gwen said, her voice as tight as her grip on the mug as she sipped at whatever she was drinking again. Something lurched inside of Ben's head at that, because it didn't feel like she was lying to cover up what had happened. It felt more like she was trying to forget about it.

Forget that he…

But that couldn't be right, could it? Not when she barely even looked at him, and when she did he could see her cheeks flush and the lines in her brow get deeper when her eyes flew right back down at her mug. It was her thinking face and it got _three _lines. One more than even blowing up the universe. And she didn't say _anything_. Not to him. Not now, and not last night.

"Yeah." Ben echoed as he swallowed hard and looked to his mom and dad at the stove who fit together so easily as they started plating up hashbrowns for everyone as he sat down at the table. Not next to _her. _She didn't leave him any room today as she sat there between her parents. Not like she always did, and he tried not to think about that. "It was okay."

\- o - o - o - o - o -

_Outside the Bell Aurora Ice Rink_

_Bellwood, California_

_1:12 pm, January 8th, 2000_

_Nothing _was okay.

The weird twisting in his stomach didn't go away after Gwen left with her parents, because she still wasn't talking to him. She hadn't called on Saturday or Sunday or texted him. Ben had let it go; her father had let slip that they had plans that weekend, and her school started up on Monday, so he knew she'd get lost in that. At least his school was civilized enough to give them Monday to recuperate. But then Tuesday rolled around and she still didn't send so much as a peep to him, no matter how many obnoxious or worried or blah messages he sent her.

Maybe if Karate wasn't still on break…And maybe if he wasn't dreading next Monday more than he did Grandpa's Casserole Surprise and Math put together because he didn't know what she'd do in the dojo when she didn't answer any of his texts after, either. And it scared him because she'd _never _acted like this before. Not even when they'd been fighting, Gwen had never ignored him. She'd prank him. She'd do things to get even. She'd drive him crazy. But she never _ignored_ him. He could have run over to her house that night, pestered her to go heroing with him, but something held him back. Nothing had ever stopped him from bothering her before, but now? Now, every time he thought of running over so they could go heroing at night, he thought of how he'd hold her in his arms when he was XLR8 and she'd bury her face into his chest to hide from the wind. Or how she'd sit on his shoulder when he was Fourarms and he'd have one hand resting on her legs. He'd think of all the aliens he turned into and all of the little things his Dweeb did around them when they were heroing or going for a smoothie afterward, and his face just went _red._ And then he'd close his window and stare down at his phone, fighting with himself over whether he should send another message or not.

It was Wednesday before she'd _finally_ written back anything to him. And she only bothered to write three words. _**I'm fine, Ben.**_

Well, maybe she was fine, but Ben wasn't, and he was getting _tired_ of feeling like his stomach was fighting against him.

What had he done wrong?

He was staring down at his phone for the hundredth time while his mom talked and his dad pulled the minivan to a stop in the parking lot of Bellwood's only ice rink.

"I've never been ice skating before. I went roller skating once in College, but…" His mom said excitedly. "Lili had such a good idea!"

"Or Frank decided he just wanted to see us all fall on the ice a lot," his Dad joked. Ben ignored them both with a sigh as he tapped on the down button on his phone, cycling through all the messages he'd sent.

**-thought that I'd seen the worst that school lunches could offer, but you should've seen the choices today. A burrito hard as a brick or a sloppy Joe that was nothing but soup?**

**-must have set a new record for snoozing in class. Mrs. Hodgkins just kept on talking and never noticed!**

**-...you're supposed to yell about that, Dweeb.**

**\- finally burn out that bug brain of yours? Is that why you're not saying anything?**

**\- Come on. I'm being bored to death over here! Play the game! **

**-You can even call me names. Just say something! **

**\- Is it Hero Time? Say something or XLR8 is going to make the bad guys head spin! **

**\- ...Gwen? **

And then those three words...

"What about you, sport? You ready for this?" His dad asked him, and Ben jerked his head up and his eyes away from the last message and the three words that he got back. Three words that didn't say a _thing. _"Bad news, Sandy Bear. He's become a teenager a year early. It'll be _years_ before he says anything to us again."

"Whuh?" He blinked a couple of times, realizing that his mom was nibbling at her lip when she should be laughing, and dad was...watching him. "Yeah. Sure. I oughta do okay. It's all about balance, right? And I've got plenty because of karate now!" He forced out a grin and some confidence in his words.

"It looks like your friend Jamie beat us here." Mom said too brightly, and Ben glanced out through the windshield to see Jamie stepping in a quick circle back and forth in front of the doors, blowing on his hands to stay warm with a brightly wrapped gift tucked under his armpit. Ben looked up at the gray skies and frowned as she added, "I wonder why he isn't waiting inside, it has to be so chilly right now."

"It can't be that crowded inside," Dad said, and Ben looked around the parking lot, which was only maybe a quarter of the way full, which made it so easy to find the car he knew would be there and the RV that wasn't, no matter how hard he looked. "Ah, well. Why don't you go ahead, Ben? Your mom and I will round up the presents and catch up to you."

Like he needed an excuse to get out of this awkwardness. Ben took one last look at his phone, scowled, and shoved it into his pocket before he flung the side door open and leaped out of the van. He yelled at Jamie to get his friend's attention as he got closer, and frowned to see the scared look on his face. "What's eating you, Jamie?"

"Girls." Jamie stammered out, glancing at the doors briefly. "S - so many girls." Ben snorted. "I'm serious! Do you think I'm walking into that mess alone? I took one look inside and bailed!"

"Please." Ben sighed. "They're just _girls_." It wasn't like there were bad guys inside. He shoved past Jamie and kept on walking so he didn't think about the one who _mattered. _Besides, Jamie was a worrier on a good day. There couldn't really be _that_ many…

He made it three steps inside the skating rink's entrance and stared at close to forty girls their age clustered in little groups at the tables.

"I told you," Jamie mumbled, slipping in behind him. Ben exhaled and looked around the room again. He only recognized a few of them, kids from their karate class that had gotten the invite from them. The rest, though? They had to all be girls from Gwen's school, they were all wearing fancy clothes and they had that braggy kind of mood to them. He finally saw Uncle Frank and Aunt Lili up by the counter where they rented out ice skates and figured that was the safer option. He walked towards them, and Jamie followed.

"...do you mean, the entire rink's been _rented for a private party?"_ Uncle Frank asked the guy behind the counter.

"Just that." The guy shrugged. "Don't worry, it's paid for and all yours. As long as your daughter's Gwendolyn Tennyson anyway."

"We didn't!" Aunt Lili exclaimed and shared a look with the man at her side. "I don't think Sandy or Carl would either. But…" She sucked in a breath and her eyes went wide.

"Elna." Uncle Frank ground out, and Aunt Lili's face flushed as her eyes narrowed as she turned and glared at the Walrus and the Shrew, who just stood there off to the side dressed like they were going to _church _as they watched it all with a smug grin like _any_ of this was their idea as they whispered to each other. Ben glared at them both, which the man somehow _felt _and turned around. Ben waited for the scowl that he knew was coming and was ready. The smile still threw him off, the smile and the wave. One that Ben didn't return, but at least it got Uncle Frank's attention. "Well, if it isn't my favorite nephew. Happy birthday, Ben. And who's your friend?"

"This is Jamie, Uncle Frank," Ben said, relieved, as he motioned with a twist of his head. "He goes to my school."

"Um. Hi." Jamie said shyly, waving a little. "Thanks for having me?"

"Oh, don't mention it, sweetie." Aunt Lili smiled at him, and Jamie made a little choking noise that Ben didn't get. Or why Jamie's face went so red then. "Where are your parents, Ben?"

"Getting everything," Ben said, looking out over the crowd. "Where's Gwen?"

"Oh, she's buried somewhere in all of that." Frank chuckled, gesturing to the chattering mess of bodies and noise. "Think you can drag her out of that for me? We'd better get her skates rented or they're going to spend all afternoon just talking instead of enjoying the ice."

"Well, that's not happening." Ben scowled and started walking with Jamie trailing in his wake.

"Oh, Jamie? You can go ahead and put your present on that table, dear!" Aunt Lili shouted out after them, and his friend went even redder and hunched his head down onto his shoulders.

"Dude." Ben stared at him as they came up to the unfolded plastic picnic tables set up side by side, and marked with colorful 'Happy 12th Birthday!' signs and crate paper. "What is wrong with you?"

"Nothing!" Jamie squeaked out, shaking his head wildly. He brushed past Ben and went to the gift tables, setting his down on the mostly empty one next to the six other presents there labeled with Ben's name on them. Ben looked from his mostly empty table to the pile of gifts in Gwen's stack. A literal pile. Not that it mattered to him as he put his wrapped Cat's Meow movie right at the top. They were probably a bunch of useless gifts anyways. Like any of those girls from her school understood her, or knew what she liked. Not like he did. He was her friend, not them! It made him mad for a moment until he wondered why he was so angry, and then it disappeared as quick as it had come.

Ben put it out of his mind and looked for Gwen again, trying to pick out her blazing red hair in the sea of blond, brown, and black that topped most other heads. And he finally found her after a couple of girls shuffled around a little. She was surrounded by girls that were smiling at her with smiles that didn't look real, and Gwen's smile...He knew that look. She was uncomfortable. She was unsettled. She hated being crowded like that, and Ben knew it!

Ben snorted and started forward, and Jamie caught his arm. "Dude, what are you doing?"

"Rescuing a Dweeb," Ben answered, and tugged his arm free. He made it another ten feet towards her before Gwen looked up and finally saw him. Her eyes shot wide open, and she was frozen, almost panicking as she stared back at him. His feet stopped moving forward, and the weird feeling in his stomach came back all over again. She was wearing a thin coat over tights that were a purple so dark that they almost looked black and he almost thought that she'd come as Lucky Girl if it wasn't for the glitter in the material that made it look like she was wearing stars. Material that couldn't be warm at all. How could she put up with it? He was wearing jeans and his coat and the goofy knit hat his mom had made for Christmas and he was still a little cold, and she _always _complained when they went out heroing in the winter, but she didn't seem to notice. And she wasn't the only one, it seemed like most of the girls were wearing flashy, skinny clothes that were terrible for keeping warm. And most of them had on tights like Gwen did, but he wasn't pulling at his coat for _them. _

That was when she saw him, with his coat half off and looking like a _Doofus. _Only Gwen didn't grin. No, she wrapped her arms around her middle and shivered as she _stared_ and he couldn't understand why. At least someone else was looking out for her. That girl Ben had met before Christmas, Michelle, came sweeping in and grabbed at Gwen's arm, pulling her out of the crowd while glaring the rest of them down even as they started to follow his Dweeb's gaze and giggling instead of _doing _anything. Gwen looked at him for a few seconds more as Michelle kept pulling on her arm, but that was it.

Ben didn't know why that hurt so much, or why he suddenly couldn't breathe when she just turned her back on him. He heard his dad whistle right after, and he looked over his shoulder to see Aunt Lili speaking up and smiling at them all with Uncle Frank and his parents behind her.

"Hey, everyone! We've got some healthy snacks here if you'd care to grab a nibble, or there's the snack stand otherwise. If you aren't hungry, go ahead and head up to the counter to grab your ice skates. Thank you all for coming, and have some fun!" Aunt Lili said, and excitable cheers and even more chattering started up again. They all started for the snack table, and Ben couldn't bring himself to follow them.

"Hey Ben, come on! Snacks!" Jamie urged, and Ben shook his head.

"You go on ahead, Jamie." He looked around for an empty table far off to the side and started for it. "Grab me something that isn't in a salad. I'll get us a table."

"You got it!" Jamie took off, and Ben went over, sitting down at the empty booth with its bright orange paint and fighting off the weird and sick feeling in his stomach. He reached for his phone and the only person who _might _understand and who should have been here. He saw his hand tremble as he flipped the thing open and then his hand froze like everything else as he blinked and stared at the message and the number that was waiting for him. One that wasn't there a minute ago because the thing never even _rang. _

"_Hey Sport. It's your Grandpa Max," _the man said with a sigh that Ben could barely hear over a low rumble in the background, "_I wanted to wish you and your cousin a happy birthday. I wish I could be there myself, but what with your aunt's ankle…"_

Ben repeated the message a second time, and afterward, he held his phone in his hands and stared down at it. How had Grandpa left him a voicemail without his phone ringing? And what he said…

The sick and angry turning in his stomach came back, and he gripped it tighter. Grandpa's excuse didn't feel right, but he wouldn't lie to him. Right? He was Grandpa. He'd never…

Ben heard his Dad laugh then. The noise made him jump and look up just in time to see his uncle's lips spread in that quiet little smile that was all he'd ever seen the man make as their parents stood there together handing out food. Smile and laugh, but it didn't touch their eyes, not even as his mom gave his dad a hug and his aunt took his uncle by the hand and glowered at the cake. A look that only lasted a moment and disappeared by the time the knife in his dad's hand touched the big rectangular thing that was covered in blue and green frosting flowers and balloons. Then, just like that, the moment was over and the four were all smiles as they started filling little foam plates for the kids who were already lining up.

Kids who stood aside as Army Girl pulled Gwen up to the front and she took a piece with the biggest and fakest smile yet as everyone cheered and she looked like she just wanted to hide. It was a smile that faded even as she pushed the smallest forkful of cake _ever _up to the mouth and looked all around.

And Ben knew _just_ who she was looking for even before she ducked her head.

He wanted to grab her, warn her, ask her before she found her phone, but she didn't look back at him and he didn't even know if she had it after she sent those three _stupid, useless_ words even though she always _promised…_

Just like Grandpa had, and that thought made him feel _sick. _Ben didn't have a lot of people in his life he could trust in completely. The few he did have seemed a lot shakier now and he just wanted things to go back to normal.

He just didn't have any idea how, but that was never _his _job.

\- o - o - o - o - o -

And that wasn't the only thing he couldn't figure out.

They were at a _party_ and all of the girls seemed like they were a lot less interested in having fun than they were showing off and trying to prove how they were better than everyone else. They'd skipped the cake and gone after the carrot sticks and the celery and those _awful_ whole wheat crackers with the little pieces of cheese on them. Didn't they know they were supposed to use ranch dip for those vegetables? But no, they either stood around holding their little plates taking tiny little bites that seemed more for show than anything else and every so often he'd hear one of them say something about how it was 'so mature' to have snacks that weren't full of salt and sugar.

Honestly, if it hadn't been for Jamie and Paul and the two other guys from their karate class who'd shown up, Ben would've been climbing the walls. The guys all took the hint and used his table as their staging grounds, and there wasn't a carrot stick to be seen as they munched away on cake and potato chips and drank soda from the counter. Ben and Jamie had gotten soft pretzels with nacho cheese dip, and Paul'd even bought a hot dog and tore off a piece for them all, so at least there were some people with sense even if all the food tasted like mush and filled his stomach like a brick. Ben looked around for their parents, but after they'd gotten done serving up the cake and told everyone to have fun, they'd gone off to a small room off of the snack bar with tinted glass and high stools and a television playing some basketball game.

Gone and dragged the Dweeb's grandmother and grandfather with them from where they'd been standing and whispering to themselves - and _no _he wasn't using those crazy made-up words that she did for them. Some part of him wanted to follow just so he could see them yell at someone else. A small part that got outvoted because his Dweeb was right _there. _

And still not looking at him.

He'd lasted all of fifteen minutes before Ben needed to do something, and he almost reached for the Omnitrix before remembering where he was. So he'd gone up to the counter and grabbed some ice skates that would fit him, and then headed to the benches next to the ice to change out of his shoes, stomping over the thick rubber pads on the floor that wasn't anything like the mats they used at karate practice. That had started the migration, and he'd gotten maybe five minutes alone on the ice before all the girls decided to swarm out as well. Then the red and blue lines and curves painted onto the ice for hockey games and practices were quickly scrambled up.

What burned him the most, though? Some were like him, stumbling around and still learning to keep their feet under them. But most of the girls were doing better, some were even skating _backwards._ And some of them were even pretending like they were at the Olympics, doing those wild little spins and jumps and wheeling one-leg-in-the-air turns like they'd been on the ice for years. The kinds of moves that made his mom coo when she watched the Winter Olympics, even if the speakers weren't playing that orchestra music that got used in competitions. Not that the pop music that they were blasting out was any better.

Not that the girls seemed to notice or care for all the times that they laughed and watched each other even as they raced by his Dweeb.

Who at least seemed to be having a little bit of fun. She wasn't doing any of the moves he knew she had in her, but Ben could almost _see _the times Gwen was able to put everyone else out of her mind and just relax with Michelle shakily skating off of her elbow. Her smile seemed more honest anyway as she caught the other girl every time she started to fall. Then she'd have someone else come by and her face would slip back behind the mask. And no matter what, Gwen wouldn't look at him. The times she got close to meeting his eyes, she'd twist her head a little like something or someone else had caught her attention.

The twisting, knotted feeling in his stomach had kept on burning and the junk food hadn't settled it at all. The entire week, she'd been avoiding him. The _entire. WEEK._ He wanted to scream at her, wanted to know why. Wanted to know if he'd screwed it all up because he'd ki -

Ben hadn't known he'd come to a stop until Jamie pulled up beside him, sending a spray of ice shavings off of the shiny, silvery blade on the bottom of his skate. "Hey, you okay, Ben?" Jamie asked, his worry lost in his excitement. "You better be, because I found an _ancient _Sumo machine in the corner! It isn't even Turbo and - "

"I'm fine." Ben cut him off with a lie even as his heart thundered away in his chest. Why couldn't she just _talk_ to him?! He looked down at the sprinkles of melting ice on his jeans and snapped his eyes back up to Gwen, laughing a little at something Michelle had said. It wasn't her best laugh. It wasn't _real._

But it _was _too much. Ben felt his face set into the one that usually only came when things were blowing up and he was the only one who could do anything about it. A look that got him one from the boy next to him even before he slapped his friend on the back and said, "I'll be back. Go ahead and keep skating."

He went around to the open door on the ice built into the wall around the rink and stomped off, his skates' blades digging hard into the thick black rubber mats as he went to the bench and the cubbies and loosened the laces just enough that he could yank them off his feet with some sharp tugs. He threw them into the cubby and didn't even bother reaching for his regular shoes, and stomped off towards the snack counter.

The guy behind it was a high schooler, and he nodded as Ben came back up. "Want another pretzel there, birthday boy?"

"Nah. Not this time." Ben said. "You have snow cones?"

"Snow cones? Yeah." The high schooler nodded, adjusting the little paper hat they made them wear. "Two bucks. What flavor do you want? I've got cherry and - "

"Not cherry!" Ben said too loud, his face flushing even as he dug out his wallet and pulled out a pair of singles. "No flavor. Just plain ice." The high schooler raised an eyebrow. "Yeah, I'm serious."

"Your money, kid." The server shrugged, taking his bills and getting to work. He handed over a paper cone full of shaved ice half a minute later, packed full. "Enjoy it."

Oh, he was going to. Ben nodded and turned back, walking for the changing bench and cubbies again. He looked between the ice skates and his shoes, and with two seconds to think about it, put his sneakers back on. He'd need a head start.

The funny thing was, Gwen should have seen it coming. The next time she came around the rink, Ben was waiting at the wall for her. He only had one shot, but he'd only ever needed one. He was the king of snowballs. Or, in this case, snow-cone iceballs. He just wished he could have mixed a stink bomb into it.

The slush flew from his gloved hand and smashed right in the back of her neck and in her hair, beneath her hat and above her thin, glittery shirt where she _hated_ anything cold touching. He saw her jump when it hit, he may have even heard her yelp as she spun around with wide eyes that looked right past him as all the other kids around her gasped.

Ben _knew _he was the only one who saw the pink light start to build up around her hands before she waved it away and he watched it all with a scowl on his face as she brought up a gloved hand to the back of her neck to rub at it. When Gwen stared at the mitten full of shaved ice, there was two second's worth of disconnect. Then Michelle had hissed and looked behind her and saw Ben, and Army Girl's eyes had flashed as she mouthed his name.

Then, at last, Gwen's head shot up and stared him down with green eyes full of fire and the promise of pain. At last, he saw an honest look on her face, and he smiled. Probably shouldn't have, because that only made her face turn a beet red and her lips twisted up…

Her lips...

He was watching them too carefully, and it made him jump when she spoke. Well, screamed. "_BENJAMIN KIRBY TENNYSON!"_ She howled and started skating back towards him.

"Ohshit," Ben whispered to himself as he flushed and stumbled back, nearly tripping on the mats and the first bench behind him. He had a head start on her and she was wearing skates and had to get past a wall of _girls_ who were closing in around her, shouting her name and asking her if she was all right.

Somehow, none of that mattered. By the time he got clear of the benches, she was up on the mats and tearing her skates off. By the time he got into the main lobby of the rink, she was on the edge of the rubber mat, running flat out in her socks. By the time he got to the front doors of the building, she was five feet behind him. He got outside and spun around and clenched up, not sure if she'd throw a kick or a punch or try and slap him.

But she didn't do any of that. Instead, as her breath frosted in the air between them and the sweat on her skin beaded up in the cold, she clenched her hands into fists and stopped herself short. "What is _WRONG_ with you?!" She demanded, and her being angry made him angry too.

"What's wrong with you?" He yelled back at her. "You don't call me, you don't text me back, you don't…" As the initial rush of anger disappeared and some of the red in her face faded, she looked away from him. It set him off all over again. "You can't even look at me!" Ben shouted because it hurt too much not to.

She looked a little guilty at that, but she still didn't say anything. The last bit of anger in Ben disappeared, and all he had left was the confusion and the hurt he'd been fighting against since Sunday morning. Since he woke up and she wasn't there. "Is it because of..." He started to ask her, and if his voice was a little shaky, he didn't care.

"Ben. Please, no. I don't…" Gwen cut him off, just as nervous, and just as shaky as she twisted her head left and right. "I don't want to talk about it."

It felt like he went colder than the air that stung at his face. She didn't even want to talk about it? God, had he screwed up? Didn't she…?

No. Of course, she didn't. Why would she? For a _Doofus_ like him? "What _do_ you want?" He asked her instead, trying to keep the hurt out of his voice.

"I don't…" Gwen started, freezing on the words that wouldn't come out of her lips as they moved uselessly. The doors opened, and Michelle came out.

"You okay, Crazy Girl? Do I need to kick his ass for you?" Michelle growled out, glaring daggers at Ben. A growl that only lasted until the rest of the girls shoved at the doors, too. That was what snapped Gwen out of it and she spun around.

"No! I'm FINE! Just...can I have a little privacy? _Please?"_ She begged her, and Michelle looked between Gwen and Ben with a weird, judgy look for all of two seconds before she nodded.

"Yeah, okay. I'll keep the harpies off your back for a while." Army Girl glared at Ben for another two seconds for good measure, then spun around and cut off the other preppy girls coming out before they could clear the doors. "Okay, show's over, folks! Back inside!" She barked out, sounding like she was trying to be a drill sergeant. "Or you'll get what Flint and Sean got!" That froze the crowd and shoves finished off what words couldn't until Ben and Gwen were all alone again.

Gwen turned, all the fire burned out of her. Without that blazing anger in her green eyes, Ben could finally see how _tired_ she looked.

Just as tired as he felt.

"What do you want, Ben?" She pleaded with him.

What did he want? Really? He could think of a dozen things he wanted to say to her, but so many of them died before they got to his mouth. He was afraid of what she would say. If she didn't even want to _talk_ about New Year's...about how he'd _kissed her…_

And how he'd been missing her for a week, and how it _hurt._ He couldn't go on missing her like that, not forever. And he'd take what he could get. So he lied.

"I want my Dweeb back." He blurted out, and he turned away because he couldn't _look _at her. Not as he added, "I can't believe you got this mad just because I beat you at your own game."

The words _hurt _even more because he should have _known _that's all it was all the times when she kissed his cheek. It was just another way to drive him crazy and win a fight. He was such a _doofus _for thinking that it meant anything else, and he couldn't even be mad at her about it. It wasn't her fault he was _stupid. _

He felt the Watch brush his shoulder as he rubbed the back of his neck and he was so tempted to just _go. _Go be _anyone _else. Someone who could take him far away, or something with a brain and enough sense to listen to the little gray guy as he talked nonsense about hormones and chemical reactions….

An urge that got all the stronger as his Dweeb croaked out, "Game?"

Ben remembered all the times her lips on his cheek and the one time… "Duh," he said and he tried to make that sound like an insult as she stared at him, wide-eyed and gobsmacked. "What did you _think _it was?"

And she went so quiet at that. Quiet enough that he could have _screamed _as she hugged herself, stared down at her black socks, and _shivered _as the breeze hit them_. _The watch was right there, but he shrugged off his coat instead and held it out. A coat she stared at until he said, "Here." She made to argue, but he shook his head. "I'm already wearing two shirts. Grandpa will _kill _me if…"

That was as far as he got before he remembered and she sucked in a breath. She looked pale when she looked up. Pale, but she took his coat and slipped it on even as she asked, "He called you, too? Ben, I'm so - "

"Whatever," Ben said with a miserable shrug. "He's busy." He was always busy now, and Ben couldn't blame him. Besides... "And it's _your _fault for putting our parties together. I would have been fine just having the guys over." And Grandpa would have come to hers. He knew that. No matter what. "You should go back in. They're all waiting for you and I…" He didn't show her the watch. He didn't have to. Somewhere out there was someone who needed a hero, and that was way more important than any stupid party and she didn't need him here anyway. He'd ruined it enough already.

"Ben…"

And he waved her off even as he brought his left wrist up. "I'll be fine. It's _Bellwood. _I can handle it. Just tell Mom and Dad that - "

"BEN!" Gwen said, her voice suddenly sharp as she grabbed his right hand and spun him around. He saw her eyes again for a flash, saw them _burning _before she pulled him close and let go of his hand so she could give him a hug. "It's not your fault he's being a lying _jerk!" _

The words made him suck in a breath, one that tasted like strawberries, but that wasn't what made his heart hammer. It just kept him from shoving her away as he snapped out, "It's _Grandpa, _you can't - !"

"Why not?" Gwen snapped right back and sounded like herself for the first time all day as she _shook _in his arms. "He isn't _here! _He hasn't been since…" Her words cut off with a sudden sucked-in breath. One that made him feel sick and reach out to hug her without even thinking about it. One he _knew _would make things so much worse.

But she didn't shove him away. She didn't run or scream. If anything she seemed to hug him tighter until she repeated, "He isn't, and…" Her breath caught at that and she buried her face in his shoulder and he didn't know _what _to do, so he just stood there until her head shot up again like she'd _forgotten _as she bounced away. The hug ended then, ended with her eyes finding her socks again as her hand slipping down his arm until it brushed his hand. Brushed it and caught it and squeezed. "And I'm not letting him ruin _our _birthday!"

And she sounded so _fierce _as she said it. Fierce enough that he knew she'd chase him down if he even thought about the watch, which just made him want to try it. He settled for a smirk instead. Not a real one, but it was close as he started for the door as he tried to make his hand shove hers away and was glad that it didn't because this was _good. _This was… was… "Then we better get back in there. I still gotta show you up on the - "

The words were right there. They were the ones that he always said to her. They stuck in his throat, but he got them out. _She _was the one who didn't move and when he looked back, all the _her _was gone as the color left her face as she looked at him. No, _past _him at the door that he could just see Army Girl on the other side of with her back against the glass as she held the mob off. "What?"

Gwen shook her head at that. Her next words were almost lost, but he had so much practice listening to her whisper while they were heroing that it was as clear as a bell. "I don't… I didn't even _invite _most of them!"

Ben just blinked and she deflated more as she pulled his coat tighter around her. "I… Mom took over the plans _months _ago and everyone just _heard _and they all wanted to come and I couldn't…"

There were so many ways he could have teased her about that. So many words that would turn her red again and make her chase him and it would be like all the birthdays that they had when they were little, but none of them would have told him anything important. "Then who…"

He choked on the words again, but it didn't matter. Not as she scuffed her sock covered foot on the cement and shrugged. "Michelle - _duh - _and…" And she didn't say a word after that. She just shoved a hand through her hair and somehow sank even _deeper _into his coat even though it barely brushed her waist and wrists.

"Oh," Ben said. It wasn't even a word. Just a sound that he made as his heart did _something _in his chest. "I was just going to invite Jamie over for some Sumo." The words came with a shrug because he barely even thought about it. The other guys might have come or might not. He never thought about _anything. _She always said that and he knew it was true when he heard his mouth add on, "But it's not like we can't do that anyway. Maybe Friday after Karate?"

"What?"

That was the second time he made her say that and the second time he made her shoot her head up and he would have gloated so hard a year ago. Now he just felt sick as he rubbed the back of his head because fighting aliens and monsters was so much easier. "We could make it our real party? You could bring Army Girl over and everything because Mom and Dad got me the new Sumo and - " And it was still her turn to pick out a movie. Not that he told her that.

She didn't give him a chance. "Got you…? We haven't even opened - _Ben!" _

Ben laughed at the glare that got. The glare and the hand on the hip as she tapped her toes because his Dweeb was right _there _again and…

And he missed her. He stared at her and the lips that were just a little glossy from balm and he wanted to kiss her again. Kiss her and hold her hand and… But he missed _her _more_. _He could live without that stuff. He _could! _He knew he could even if he didn't know why his heart lurched at the thought even as he gave her arm a little yank just so she'd stumble closer. "You're just mad that you didn't think of it."

That got an outraged gasp out of her. The one that he always _lo - _like - put up with and he looked away as he felt the heat burn his cheeks at the thought. Look away and let her hand slip free because…

"Okay," Gwen breathed and nodded and looked almost as surprised as he felt before she smiled again and brushed at her hair. "It's a date."

Her face went _so _red at the words, but she didn't take them back. Not then and not as she marched by and yanked open the door. Ben just stared as Army Girl spun around, her eyes wide and searching and then all the rest came rushing up to her in a roar of words and giggles as they grabbed at her and his coat around her and pulled her back inside. Some of them even turned and stared at _him, _even if he only really saw the wide green eyes that mattered as she spun back towards him. The ones who he should be _helping, _but he just stood there until she disappeared inside because there wasn't any way…

Was there?

\- o - o - o - o - o -

**_Author's Note:_**

I just wanted to thank everyone for their patience. This was a tough chapter to write and ended up completely different from the original draft, but I didn't want to post it until it was right. I'll try to stick the schedule from now on, but if I'm a little late I'm probably off fiddling again.

I also wanted to thank Erico, who took my mess of ideas and made it into a story. I'm not sure if the chapter would have gotten done without him, but I know it wouldn't have been even half as good.

_**From Erico:**_

_It's Ride or Die Time. All aboard the Bwen Train. Toot Toot._


	28. Dirty Jobs

**Chapter 28: Dirty Jobs**

_Carl Tennyson's House_

_Bellwood, California_

_March 17th, 2000_

_5:04 pm _

Carl _hurt._

The pain went from the soles of his feet - feet wrapped in work boots which were covered with dirt and concrete dust from all over Bellwood - to the knot between his shoulders. One that not even a full day working a jackhammer could give him, just too many hours stuck in a chair that stopped being comfortable five minutes in. Not that it was the meeting or all the walking around that made him lean his head back against his seat and sigh.

No, that was because of the empty spot in the garage next to his pickup. He knew it was Friday and a Karate night and what that meant, but it didn't make walking into a quiet house any easier when he finally got up and made his way inside. Not when the house was usually full of music - real and the electronic sounds that always seemed to come out of his son's room. Not when the silence meant that his family wasn't _home. _

He'd gone through too many years of that already.

That was the only reason he called out as he pulled off his boots. "Sandy Bear? Ben?" He didn't really think he'd get an answer, he just hoped his wife would come around the corner looking for a kiss and a dance or his son would want a partner on his video game, but there was one waiting for him in the kitchen anyway.

Just not one that he'd _ever _want.

"What does the Colonel want _now?" _The words were almost a growl as he glared at the blinking red light on the answering machine because he'd had enough of Hallam and the never-ending list of demands that he brought with him from the Army _months _ago. Demands that were running him and his teams ragged and the mayor…

The mayor just saw dollar signs because the army was _not _being shy as it tossed money into the town even as they tore up street after street for more power lines and cables and pipes and stuff Carl didn't even _recognize, _but it all had to be done yesterday for a base that no one even knew that their town was in the running for ten months ago.

"Next time… Next time we're going to do _so _much worse than just handcuff ourselves to a tree." The words were a promise that was as empty as the protest they'd joined last summer after the war and Fort McAuliffe was announced. Not that it was all bad. He'd never turn down a few hours of being tied to his wife. Just the thought made him smile a little and think about hitting delete because he had _plans _and had already done enough overtime for the next _decade. _

Besides, it wasn't every day that his son got his green belt and not even Uncle Sam was going to keep him from being in the Dojo tomorrow. He'd made a _promise _and his father showed him…

His father was the reason he hit play instead. Because he'd made a promise when he took the job, and no Tennyson had ever done any less than their best. Which didn't mean that there wasn't a moment where he hoped the tape would break as he listened to it rewind, but there wasn't any such luck as it stopped and a man's voice filled the room.

Just not the one Carl expected.

"_Mrs. Tennyson? This is Mr. Thelen at Madison Middle School," _Carl only met Ben's new principal once back during open house, but he remembered the man sounded so much more tired now than he had before school started, "_Ben told me that you're probably on your way over already, but I thought I'd call anyway just in case. There's been another incident with your son and Mr. Cash. I'm still getting the details out of them, but I warned them both what would happen if I caught them fighting again. Please come to the school as soon as possible. Thank you." _

The buzz that followed after he hung up and before the answering machine shut itself off almost matched the one in Carl's ears as he rubbed at the ache that sprang up just behind his eyes. "Damn it, Ben." The words tasted _foul _as they came out of his mouth and all too loud in the quiet.

That was what made him drop his hand and got him moving because he needed _something _that would drown out what he was thinking. The trip through the dining room and into the living room got rid of _some _of the visions he had of shaking sense into his boy.

Trying to find the remote in the mess his son left behind on and around the coffee table gave him _so _many more though. The cereal bowl was expected, and it was even empty this time. It always was now - and Carl didn't even know how many times his boy refilled the bowl before he decided he was full and pushed it away anymore, but he saw the empty box in the trash when he came in and it wasn't anywhere close to done yesterday - but there wasn't any shaking the memory of the smell from the few times he came home and it wasn't. "Small favors."

The dirty bowl wasn't a surprise, but the papers scattered all around it were even though he kind of remembered seeing his son digging through his backpack this morning as he rushed to work because of _another _phone call. Papers he poked at and knew were notes just from the handwriting - doctor's handwriting, his wife always joked and hoped - and he hoped his son didn't need any of them today as he dug through them.

Not just for the remote, but for anything from the school because his son had the bad habit of 'losing' the notes he was supposed to show them. For a second he almost thought he was safe, and then his heart fell when he found the paper that wasn't torn out of a notebook. The one that was crisp and white with red ink on it that _screamed _that it was a test. The one that Carl braced himself for because it wouldn't be the first that needed his signature, his and his wife's, just so they'd know that their son wasn't paying attention. It didn't help. "Damn it, Ben!" Carl gasped out when he saw the number and the note at the top.

**95 - I knew you could do it! **

"I'm going to strangle that boy!" Carl laughed even before he saw the date written just under his son's name. Two days. Two days and he didn't say a word. He stared at the paper even as he pushed himself back up and collapsed onto the couch.

He found the remote that way, the hard way, and he didn't care. His eyes never left his son's test or the single question that was marked with an x. A 95 in history, his son's worst subject. He echoed his father's laugh and words as he just stared in wonder and said, "I'm going to have to give that boy a medal before I shoot him," as he raised the remote and hit the button.

And a voice so deep and so loud filled the quiet that Carl fumbled for the buttons again. " -_nt_ _of St. Germain, Nicholas Flamel, Sir Gallahad. Legend is full of stories about men who have cheated death, but with the recent revelations can we be sure that they __**are**_ _just stories? Join us tonight for a special episode as we delve deep into the hidden corners of the world. All of this and more, on the next Unsolved - " _

The rest of it was lost as he _finally _got the TV back under control. "That boy's going to be deaf before he goes to college," Carl sighed to himself. That was the last bit of the proof he needed that they'd never made it home after school because there wasn't any way his wife would have left the TV that loud if they had.

Which meant she was talking to the principal up until it was time for karate if they even made it. Some part of him wondered if Sandy Bear had gone to Lili's after, or just found the bookstore. He hoped for the first even though he knew better and wondered what she'd bring home this time, not that there was anything he could do about any of it right now. So he did what his father always taught him and focused on the one thing that he could right now.

Dinner.

He might have spent his day arguing and running all over the city, but his wife got Ben's principal and it wasn't even close, so cooking was the least he could do. The thought of pizza ran through his head even as he kept staring down at his son's test paper. Pizza would be easy, but he needed a clear head when his family got home and that meant only one thing. "Time for the master," he grinned as he cracked his knuckles and moved for the kitchen.

Just the thought made things a little better while he pulled open the pantry. Thoughts of making a show out of it went through his head because it _was _fun, even if he never got much of a chance. So was controlling the TV and tonight he got to do _both _for another good fifteen minutes.

Speaking of which…

"- _uption, incompetence and the fate of the world," _the man on the screen said as Carl changed the channel and caught him in the middle of the introduction. He didn't look any different than any other news anchor with his glasses, neat brown hair, and even neater suit, he just did the one thing that none of them ever would.

He told the truth.

"_So settle in, people, because you won't believe what we have for you today on The Harangue Nation," _Carl grinned as Will Harrangue's voice followed him back to the kitchen and he hung the test on the fridge. He could almost hear his wife's squeal and his son's groan when they saw it and they both sounded like music.

And it would be nice to hear something happy before he killed his son_. _

It would be a lot happier than Will Harangue ever sounded as the man's voice followed him back to the pantry and all thoughts of showing off disappeared when he saw the sauce in the back. The one he'd made and bottled months ago and grabbed up now.

The spaghetti was only a little more of a challenge, but the real prize was the hot dogs he found down by the onions. Hot dogs his son had somehow missed and were just perfect for what he was making as he boiled water and heated the sauce and just breathed in the smell of his mother's kitchen again.

The next few minutes were a happy blur of cooking and cutting and taste testing as Will Harangue raged behind him about all the same stories that his mom probably would have heard when _she _was the one making this. It was so routine that even the man saying it sounded bored.

And then he wasn't. "_My friends..." _

Harangue went quiet after that, and that more than anything got Carl's attention. He stared out over the bar at the TV and almost forgot about the wooden spoon in his mouth as he watched the man take off his glasses and rub his eyes.

"_My friends, I know I promised you a story about the utter __**fiasco **__that is the Human Genome Project and the complete __**waste**_ _of our taxpayer money, the waste I __**warned**_ _you about back when they first announced the project, but that shocking expose is going to have to wait._" The words were enough that Carl gave the timer one last look before he wandered back into the living room as Will Harangue looked right at the camera and through the TV. There wasn't anything hiding the look in his eyes now that he had his glasses off_. "I know that there are __**some **__of you who hate it when I start talking about our mysterious 'Brothers in the Sky.' That some of you buy the government's line about how they came here in peace forty-seven years ago and nothing has changed since. That there are even __**some **__of you who believe the nonsense going around about the alien 'heroes' who supposedly criss-cross the country doing 'good' when they __**feel**_ _like it." _

Harangue snorted at that as he sunk into his chair behind his desk and the camera pulled in tight so everyone could see the disgust written all over his face. This was the part when Sandy changed the channel or turned off the TV. Carl knew it was. He could almost see her scowl now as she reached for the remote. Especially if Ben was in the room because he _ate _these stories up. Him and Gwen, but they weren't home now.

Carl just turned the TV up as his stomach went the same kind of tight it did when he was on a roller coaster and they just reached the top of the first hill.

"_I can hear you all. If Aliens are that bad, Will, then where's the proof? Where's the proof about what __**really **__happened in Rapid City two years ago, because believe me, ladies and gentlemen, it wasn't_ _a gas main explosion! Where's the proof about what happened during the Great Blackout right after? A mass hallucination? Who are they trying to_ _fool__**?**_" The man slammed his fist down on his desk at that_, and _the thump shook the speakers and filled the house. Then he took a breath and put his glasses back on. "_No, I've been telling you for __**years **__that the government has been hiding the truth from us by intimidating witnesses and destroying evidence, but tonight… Tonight I finally have the proof you all want thanks to one brave viewer - a __**hero, **__a __**patriot - **__who I have here with me in the studio right now." _

The camera pulled back at that and showed the man who was sitting at the other side of the desk. One who had fifteen years on Carl easy and was shifting in his suit like he'd never worn one before. One who looked as nervous as anyone could be. Nervous and determined as he was introduced and fiddled with the trucker's hat he had in his lap. And one that Carl knew was telling the truth the second he started talking just because no one could fake nerves like that. "_It was just a couple of nights ago, Will. I was maybe four hours north of San Francisco and I was heading north on El Camino Real. Or Route 101, which is what I guess all you New York types call it…" _he said, his accent thick and words stilted like he was remembering what he was trying to remember what he heard someone else say.

He probably did, because Carl had heard enough of his guys say the same thing any time they had a new guy come in who still had paper cuts from their diploma and enough big ideas for the world. The man on the television and Will must have nodded even if the camera didn't show him, because the man swallowed hard. "_I was just maybe a half hour outside of Bellwood w__hen…. When…." _But he couldn't get the words out and Carl couldn't _breath. _Not when he'd been down that way not a week ago and he didn't know how many times before that. He just stared at the trucker on the TV as he twisted his hat in his hands before he turned away. "_Dios… I'm sorry, Will. I - " _

"_It's alright, Mr. Lopez. I'll take it from here," _Will said as he reached over and patted the man on the shoulder before he turned back to the camera and _glared. "I want to assure you all that the tape we're about to play has been checked over by every expert there __**is **__and they all say that it's completely genuine. I also want to warn you that it's extremely graphic, and if that bothers you, well…" _The man just shook his head, and that said more than any word _could_. Then he disappeared and the screen went black.

For just a second, Carl was sure that the man was right, that the government _had _cut the feed, and then he heard the panicked gasps. Then there was an orange blur that shot by as someone fiddled with the camera and whispered, "_Madre de Dios," _over and over again. One that showed just the shadows of all the empty wrappers and the plain inside of a work van, the kind that showed up at every construction project, as an orange light poured in through the windows high overhead.

Windows that got closer as the man pushed the camera up until it went past the edge of the dashboard and caught the mess on the other side of the windshield. Not the normal mess either that was almost bumper to bumper because the road was always busy, no matter what time it was.

No, this mess wasn't going _anywhere. _Not with the cars stopped this way and that, except for a few that were trying as hard as they could to jump the median and get on the empty lanes on the other side, and those were just the ones that stopped in time. Some of the cars and trucks _hadn't, _and he could see the ones that were crumpled together. Not that any of that was unusual.

The weirdest thing was that there wasn't anyone standing outside the wrecks either checking on the people inside or screaming their heads off for the accidents or just for blocking traffic. There wasn't even anyone honking, but there was something. Something that sounded like firecrackers and angry bees and he'd only ever really heard in the movies.

Or at the shooting range.

Carl felt his heart stopped at that as he leaned in closer and stared at the video that was too bright for the middle of the night. Bright enough that he could see people squatting down and hiding behind the cars or lying flat on the pavement with their hands over their heads. Some were even crawling into the ditches on the side of the road as the orange and red light cast long, sharp shadows behind them.

Red and orange light that flickered, and that the camera finally stopped blurring this way and that as it followed the light.

And found a nightmare.

A nightmare lit in orange by a Humvee not a hundred feet further down the highway as it curved around a hill. A Humvee that was on its side and burning so hard that the flames must have been twenty feet high. Flames that kept flaring even higher as Carl saw flashes of light inside the wreck that made the fire flicker and dance in the night as the sound of fireworks and buzzing bees filled the night.

The camera found the bees when it stopped shaking and focused on the other two Humvees that weren't more than twenty feet behind the first. Humvees that looked just like the ones he'd been seeing for months now, right down to the camouflage that was painted on their sides. Humvees that were surrounding a semi that had the words **US DEPARTMENT OF DEFENSE **stamped across the whole length of its trailer.

Humvees that were spitting fire up the hill and into the night as something up there spat it right back. Carl just couldn't tell if it was a lot of somethings in the night or just one really big one. Either way, they were getting closer to the road.

Then there was another light. One that burned with the same angry red as the charcoals in the grill at the top of the hill and cast off enough light that Carl saw the thing that was creating it - a thing that might have been a tank, but it was too sleek for anything made on this world.

Alien.

As alien as the hot blue light that he'd only seen at trade shows as people showed off the tools of the future. Plasma, he remembered hearing his niece say once when he tried to tell her about it because she always loved that stuff. The stuff of the future she swore. Only it looked so much brighter and angrier at the end of a barrel than it ever did at the end of a welding torch. It burned like the _sun _and lit up the night and the hill all around it.

A dozen things were hurrying down it that could only be robots, even if the weird medieval armor theme that they were sporting wasn't anywhere near as sleek as robots were in the movies. Not that it mattered. Not as that barrel swung around to the next Humvee. Carl didn't _breathe _as the men around the big truck scrambled away. All but the one who manned the machine gun at the top. He never stopped firing, but his shots looked like a line of fireflies in the dark and did even less against the tank's armor.

Then the night went away and the world burned when the tank fired.

There was a sharp crack of thunder a split second before it did, and Carl didn't realize that it wasn't the tank until he saw something blur past the camera. Something that he _swore _had a flash of red at its side as it raced around and over every car between the camera and the semi as the wind it left behind tore at people's clothes and made the van rock.

The almost blood-red plasma was barely any slower as it crossed the distance in a heartbeat. Its aim was true and Carl felt _sick _as he watched it and remembered Harangue's warning. Then, when the bolt wasn't even a _foot _away from the Humvee's passenger side door there was a bright flash of pink light and a dome came out of nowhere and surrounded the Humvee and the one soldier still inside.

A dome that cracked like an _egg _when the shot hit it. Cracked and shattered. Not that it mattered. The plasma never touched its target.

All the shooting just _stopped _the second the dome appeared. Carl could see the soldiers inside staring up at where the pink light was. He even saw some of the people closer to the van dare to look up from the road and peek over their car's hood or trunk and stare at the sight.

He knew it because he was, too. If he wasn't…

If he wasn't, he might have missed the two dark shapes that were standing on top of the trailer now. Shapes that weren't there a second ago and were just shadows outlined in the fire beyond.

One was big. Not as big as Carl, or he didn't think so, and hunched over. Carl didn't even see the tail until it turned towards the hill and waved an arm that way. The other was almost impossibly small. Small enough that he was sure it would fit right in at the dojo if the kids could talk it into going as it stood there and threw its hands high over its head as the first shape vanished.

And the pink light came _back. _Only the dome was smaller this time and only surrounded the truck closest to the fighting. It didn't last as long either, and it cracked from the robot's fire. It cracked, but it held as the soldiers who fled a moment ago came rushing back. A couple dove inside while the rest used it as cover and opened up with their rifles just as the light vanished again.

"No," Carl gasped out as he just stared. He didn't know why. It didn't matter. He didn't even notice where the first shape had gone until he saw it zooming this way and that and the people who were just _gone _after it went by like they'd never been there. Only one person had enough sense to even try and run, and they only made it two steps before they disappeared, too.

There weren't words. There weren't even sounds. If the bar wasn't there, Carl wasn't sure if he could have kept on his feet as he watched. As it was, he clung to the wood and couldn't tear his eyes away as the blur came back. It raced by not a foot in front of the van and the camera jerked as the man gasped out "Jesus!" And did his best to follow. The camera jerked this way and that as he threw himself over to the passenger side and shoved it against the window just in time to watch a woman scream and reach for someone who must have been hiding behind the car there with her just a second ago. A woman with a baby in her arms and terror in her eyes. They were both gone a second after that.

Then a knock filled the house. One that was as rapid as a jackhammer and almost as loud and sent Carl jumping as the man on the video screamed, "Madre!" as the camera spun around and caught the _thing _on the other side of the van's driver side window.

A thing that wore black with a white stripe down its chest and a blue face-plate and belonged in a horror movie before it hissed up and the camera caught what was hiding under. A face that was even more horrible than Carl imagined, all scales and fangs and could have come out of Jurassic Park, only the scales were _blue _and its eyes were a cold yellow as it reached in even as the world started glowing red again.

Monster eyes.

Eyes that the TV froze on as Will Harangue's voice came back, "_The Defense Department has - of course - denied that any of this happened. They __**claim **__that there was just a traffic accident as they were delivering supplies to Fort __McAuliffe __and a lot of people who panicked when they saw the cleanup crew come, but did they say what they were taking t__here__ that needed a full hazmat team __anyway__? Of __**course **__not. It's just our lives. What do they matter? And what does it matter if aliens are attacking us in our __**streets? **__Unless you think that what you just saw was faked like a certain senator claimed when I contacted her. And for the rest of you, I just have one question. Who are you going to believe, the government or your lying eyes?" _

Carl didn't have an answer as he just kept staring, but he had a question. Just one that he croaked out, "Fort McAuliffe?" They were coming _here? _Those things were almost - "

"Honey Bear?"

Carl _jammed _his finger down on the power button as his wife's voice filled their home and the monster on the TV went away. He prayed that he caught it before his wife _saw _even as he spun around and tried to push the video out of his head, but he was only a little lucky. Sandra only had eyes for him as she crossed the kitchen and almost collapsed into his arms.

She didn't even close the door to the garage behind her, and he didn't care as he held her close. He was just glad she gave him a much better reason for a racing heart as she leaned her head back and pushed herself up for a kiss.

Not that he'd _ever _complained. He just lost himself in the taste of her lips and the feel of her hair and her jeans as he pulled her closer so he could forget all about the world in her. It even worked, too, until he finally pulled away because he needed air and saw the way her beautiful lips twisted with surprise as she looked at him. "Are you okay?"

He almost told her. He almost dragged her to the TV so she could _see _even though he knew they'd never play that video again. Not that it mattered, not when it all happened just an hour south of them and could have happened _so _much closer on a highway passed by only a few miles away.

It could have been _his _family in that mess. His wife that the alien took away. His _son…_

Then he stared into her worried and tired blue eyes and made himself smile because there wasn't _anything _that they could do except check the pistol he had locked up under their bed and hope for the best. The aliens were too big, the world was, too, and it was all he could do to take care of his little bit of it as he reached up and ran his hand through her golden hair. "Yeah. I was just watching the news."

Sandra made a face at that before she hugged him again. "I wish you wouldn't. It's nothing but bad vibes." He just laughed at that, and not a happy one as he held her close. He was _sure _that she'd be the one who would let go, but she didn't, and that was when he felt the tension that filled her back and heard the crinkle of a plastic bag that she was holding even as it hit him in the back.

"The principal left a message on the machine," he sighed out when it did. He didn't need to see the name on the bag. He could feel the book inside, and some part of him crumpled a little even as he asked, "That bad?"

"I'm sorry, I was going to call you but you were at work and - " Sandra groaned as she let her head fall against his chest. " - and I know we talked about the books, but…"

He wanted to close his eyes and maybe shake her a little. He kissed her again instead. "Whatever it takes."

And who knows, maybe this one would help. He held onto that thought and her until he heard a door slam in the garage. Then he leaned down and whispered into her hair, her golden locks tickling his nose as he did it. He wished they had time so they could _talk_, but they didn't and he trusted her with everything. "So, how mad do I have to be?"

"I don't know. Just… just don't…" Her words were a stammering rush that didn't tell him much, but they were enough. He started nodding as a shadow crossed the still open door into the garage as she finished. "Don't be mad at me?"

"You?" Carl said with a jolt as he looked down at his wife, who just hid her face. Then he saw his son come waltzing through the garage door in his gi and not a care in the world and as he held a gym bag in his left hand and something else in his right. Something he held up to his mouth. Something that Carl blinked at twice before he realized it was real and he was almost relieved because he _knew _what he could do about this. "You got him _ice cream?!" _

His Sandy Bear cringed so hard at that, and then she came out swinging as she pushed away. "I wasn't going to, but he told me what happened and - and I just thought he deserved _something!" _

"And you say I spoil him," Carl said because he couldn't think of _anything _else as he just kept staring. The words were a joke, but his wife didn't laugh. "Did you bring me any?"

"You _do! _And you are on a _diet!" _Sandra said with a sniff as she poked at his stomach. A sniff that disappeared as she pushed her hair back over her shoulder and looked away. "But that wasn't what I meant."

Carl _almost _asked, and then his son beat him to the punch as he looked back over his shoulder and said, "Okay, we're home so spill about the movie already! And you _better_ have a good one this time."

And his niece hurried after, as happy as a clam as she held her own ice cream and closed the door behind her. "It's the _best!_ I got the Princess Bride, but we can't watch it until after we review for the ceremony tomorrow!"

"This isn't the first belt I've gotten!" Ben said with a groan as he threw his head back. Usually, that would have sent his hair flying, but not now. Not when it was still dark with sweat from practice. "And no. No way. No princess _anything_."

Neither of them paid Carl or his scowl any attention as Gwen smirked at the boy in front of her and said in a sing-song voice, "You know our deal."

Carl waited for his son to start sulking, or go into full insult mode. But he didn't, and it was such a shock when he looked to the sky and threw up his hand in defeat instead. "Fine. I'll watch a quarter of it."

"A half. It has a wrestler in it."

Ben blinked and looked over his shoulder at the girl who just stood there and looked happily smug as she licked her cone. "Which one?"

"Andre the Giant."

Ben paused in thought before he nodded. "All right. Half." That was when he _finally _remembered that there were other people in the house, people who were _staring. _Not that he did more than say, "Oh. Hi, Dad."

"Hi, Uncle Carl," Gwen said with a grin and a wave of her ice-cream hand a second after she finished her cone. Then the puppy dog eyes were back. "Aunt Sandra, do I have time? I'm all _gross._"

Sandy gave the air one sniff and nodded as she smiled and _didn't _look at her husband. "Your uncle's signature dish will keep, Honey. You can use our bathroom and you know where my shampoo is. Just be quick. And Ben - "

"I _know…" _Ben groaned like a shower was the worst thing in the world as he glared at the girl behind him. "Look at what you did! I could have gone another _day!" _

"You better not!" Gwen shouted back as she clamped a hand over her nose. "I can smell you from here already, Doofus!"

"No, you can't!"

"I _so _can!"

The fight was as quick as anything Carl had seen at the Dojo, even if it was just with words. One Ben ended the only way he could. "Prove it!" He shouted as he grabbed for her and his shirt. "What do I smell like?!"

"Eww!" Gwen squealed as she danced away from him and then went dashing for the stairs. "Gross, Ben! Stop it! Stop it!" The words might have been more threatening if she wasn't giggling as she said them.

And there was something about that…

"No running!" His Sandy Bear called out even as they disappeared, and her words carried even less weight than Gwen's as she grinned. A grin that faded as she turned and met Carl's eyes again. "I _know…" _

"He got in a _fight _today," Carl said anyway in a low voice because he was willing to bet that the only thing that the book he felt bump his back again had in common with the ones already upstairs was that it'd say you shouldn't yell in front of your kids. And because he was trying to follow the thumps of footsteps upstairs. "And you let him bring home _company?" _

"Gwen is not _company!" _Sandra said as the worry in her eyes vanished in a fire. "She's _family, _and she's _always _welcome in this house!"

A fire that faded as he took her in his arms again and felt her shake. "I know she is, Sandy Bear. I didn't mean it like that, I just…" he bit off the rest in a sigh as he stroked her back. "Puppy dog eyes?"

"From both of them," Sandy finally said into his chest. "It wasn't fair."

Carl just made a noise at that, a noise that was lost when he heard two showers start upstairs and he let go of as he stroked his wife's hair. Some part of him was glad that she was growing it out again as he followed it down to her shoulder blades. He still missed the feel of it when it ran all the way down her back, but it didn't matter. Just touching it was calming in all the ways TV wished it could be for both of them. "Natalie will be here at ten?"

"Eleven," Sandra admitted as she ducked her head. "She said that there's doing a production of Giselle tonight and - "

"And she roped my brother into taking her," Carl finished with a chuckle. It was his little corner of the world, and there were rules. There were _always _rules, his dad taught him that much even if it was mom who enforced them. Rules he hated back then, but now…

Now they were just too sweet. Especially if Frank was stuck at the ballet because of them. "I'm surprised that she didn't want Gwen to go with them."

"You know how she is about karate," Sandra said with a shrug that didn't do a thing to hide her pride as she looked over at the stove. "You made dinner," It wasn't a question, not really. Not with the way she purred as she said it and wrapped her arms around him again...

"I thought you could use a break," he admitted he hugged her close and his fingers found the waistband of his jeans before they headed even lower.

Low enough that his Sandy Bear let out a surprised and pleased squeak as he pulled her closer and she felt _just _what her purr did to him. She didn't look tired at all after that. Not as she tilted her head and sucked in a breath. "Thank you, Honey Bear…" she murmured as she started pushing herself up on her tiptoes for a kiss and the way she smiled as she did...

Smiled and pulled at his shirt as she purred, "You deserve something, too, for being so understanding..."

Carl felt his breath catch because his wife was _still _the most beautiful woman he ever met and seeing her stare at him with hooded eyes and feeling her lips brush his always made him forget everything else. Everything but the way she made him shiver as they brushed across his cheek and ended up right next to his ear. Her hot breath made him pull her even closer as she whispered, "I'll set the table!"

Her words were throaty and her giggle was _mean _as she spun away then and left him staring with his mouth gaping. She was halfway to the dining room when she looked back over her shoulder at him.

Blind men would have seen that look, and he would have chased her on crutches if he had to, but he didn't. "Get back here!" She just laughed and dashed around the table for the kitchen, but he was almost a foot taller and all the faster for it. Fast enough that he caught her before she got even halfway to the hall, and she let out a shocked squeal as he picked her up and set her down on the counter.

A squeal he caught in a kiss and turned into a moan as he held her close. Close enough that she wrapped her legs around him. Then time and the world just went away as he lost himself in her lips and touch...

And came crashing back down on them with a horrified "Mom! Dad! Gross!" Words Carl almost ignored as he reached for his wife's bottom until his son added, "Gwen's right _here_!"

"Carl!" His wife gasped as she pushed him away, her face burning as she slapped his arm as the kids stood there at the doorway. Ben was as red as his mother and Carl couldn't see enough of his niece's face to even guess, not with it buried in her hands as she cringed behind her cousin. Carl would have felt so much worse if she hadn't already changed into her pajamas like she was home. Not that he _imagined _she ever caught her parents like this.

Natalie would never allow it.

"Sorry, Honeybadger," Carl sighed, but only some of it was from the guilt that got the better of him because she looked _mortified _as she stood there. The same guilt that made his wife blush red under her golden hair when their niece croaked something that might have been words

Words that his Sandy Bear met by standing up straight and giving him a look. "We don't have to be sorry and they don't have to be embarrassed. You know that Doctor - "

"Mom!"

The fight was _right _there. Carl could hear it in his son's voice and saw it in the way his wife flinched, but she didn't back down because she _wouldn't. _Not on this. So he used the two magic words he remembered hearing all the time growing up. "Dinner's ready."

"And I thought they ran fast when they went upstairs." The words sounded like a tease to anyone but him as they watched the two kids race for the table. He heard the worry and the guilt under them even before she added, "I just don't want them to…"

"I know," Carl said, his voice just as soft as he cut her fading words with another kiss. One that was worth it just for the way she relaxed into it.

Or she did until their son shouted, "DAD!"

"I can't _wait _until you have a - " Carl grumbled as his wife flushed and jerked away again and he choked on the words when he turned and saw his son and his niece standing by the table. Ben was still horrified, and Gwen…

Gwen had her face buried in his shoulder as she hid behind Ben just like Sandra was trying to do with him. "Dinner," The words were just a croak as he stared. Ones that made the two break apart, but they didn't make him feel any better as he grabbed up the pot and made their way to the table.

The table he wished he left the leaves in so it would fit ten instead of the tiny leafless circle his wife always wanted and he never minded. Not when it meant that she sat close enough that he could brush against her every time he moved. _Now _he minded as he watched his son grab the spare chair for Gwen and shoved it right next to _his _on the other side of the table. And shoved it there close enough that…

That Carl jumped when he felt his wife bump him. " - arl?" Carl jumped at his name and spun around to his wife, who was just holding out the spoon and giving him a look. "I thought you'd want to do the honors."

Carl just nodded as he grabbed the spoon and filled his niece's plate even as he fought down the urge to tell her that they were going to switch seats before she sat down as she just stared at hers as a flush filled her cheeks. After all, he'd watched her throw a fit because Ben was breathing all her _air _once. There wasn't any way that she'd...

Just sink down right next to her cousin. The flush still kissed her cheeks, but he was almost sure he saw her _smile _even as she grabbed her plate and held it out and he _knew _he saw his son's face split in one before he turned away. He knew his wife did, too, just from the way she breathed. Which Carl didn't do, not even once, as he filled his niece's plate.

Gwen's smile flickered a little then and vanished altogether when she found one of the hot dog chunks, which she poked at even as she said, "It looks delicious, Uncle Carl."

"Don't be such a Dweeb," Ben said as he poked _her _with his elbow hard enough that she jumped almost as high as Carl did as he waited for the fight that was coming. And that he _missed_ as his son spun away from his cousin and rub the back of his neck. "It's just hot dogs. It's good!"

"It's one of your Grandma's recipes," Carl admitted as he made himself sit back down and swallow the words he wanted to say as he just stared at the two who weren't even _looking _at each other. Which seemed so _wrong _even if it was everything he ever hoped for and so much better than them fighting.

It stayed like that through the whole dinner, too. There were little touches and words that didn't mean _anything _but he couldn't help seeing them as he watched her, watched _them _and he didn't know why. They looked normal as they talked and ate, but he saw other things.

Like how Gwen laughed at all of Ben's jokes and how they jerked apart every time they brushed their arms and how they only really looked at and talked to each other. Or they did until Sandy said something, and when she did Gwen broke off into a long and happy story about some project she was doing with her friend at school. One that Carl only understood every other word of, and should have ended with Ben banging his head on the table.

Only he didn't, and that was the weirdest part of all. Not that he had _manners. _Ben was his son and as much as he loved him, but he didn't have any illusions on that score. No, it was how he asked _questions. _Real ones, even if they were hidden in the snark like they always were.

Questions his niece glowed at as she answered them and teased his son right back, which meant she was one step ahead of him when one finally came his way. "Is everything okay, Uncle Carl?" Gwen asked, her green eyes wide as she worried at the loose left sleeve of her pajama top.

"Yeah, Gwen - " Carl said with a cough as he dropped his eyes. " - I was just…"

"Dad…!" Ben cut him off as he threw his head back. "We're _fine! _Today wasn't even that rough!"

Carl blinked at that before he remembered the bruise check that they always did after karate. At first just because they worried when they heard him groaning about them when he just started the class, and out of something so much closer to terror when they saw the ugly black and blue marks. Horrible ones. Marks that Ben showed off to _everyone _but them and only got better and worse over time. Better because his son _was _and he didn't get hit anywhere near as often now, and worse because when he did it always left a mark. "You know the rules, Ben," Sandy said before he could, and the worry was written all over her face.

He hated seeing that worry.

"Fine!" Ben said as he pushed himself up because he did, too. He was wearing his lucky shirt, so he wasn't hiding anything on his arms, and he twisted back and forth just to prove that there weren't any anywhere else. "Happy?"

"What about your knuckles?" Carl said with a grumble that shut his boy up and made him glare.

A glare that only lasted until Gwen made a face next to him. "What about your knuckles? We were working on kicks today. We didn't - " then she sucked in a breath, one that was as much a warning as any rattlesnake would give.

"Gwen!" Carl called out as he pushed himself up. If he was lucky he'd stop her before she could needle his son like she always did. He wasn't. Today wasn't the day for luck, but it was one for surprises.

It didn't even seem like his niece heard him as she shoved herself out of her seat and turned on his son. "Ben! Who?! "

"Nobody!" Ben bit out as she smacked his arm again, but he didn't back down. "It's no big deal. You don't have to - !"

"It _so _is!" Gwen shouted right back with a stomp of her foot as Carl just blinked and felt lost. "I can't believe you! Like you weren't going to - "

Ben sucked in a breath at that before he shouted right back. "That was different and you know it!"

"It _so _wasn't!"

Carl just sat there and stared as the two shouted at each other almost nose to nose. The bits he got almost sounded like the conversation that he was supposed to have. The rest of it, he just got lost in the rest, but he caught enough that he knew he'd be _furious _when he figured it out.

Not that he got a chance.

"Gwen!" Sandra finally shouted. It wasn't with the bite that he'd heard in Lili's voice so many times, but there was still enough that the girl froze and went white. His wife's next few words were calm enough that they could have come after the kids fought over the salt, but he could see the worry and confusion in her eyes even as she said, "That's enough. Ben's dad is going to talk to him after dinner."

Ben cringed at the news even as Gwen reached out for him before she caught herself. "He is?"

"You better believe it, Sport," Carl said as he just eyed his son. It wasn't a death glare, not quite. Not yet. "So finish up."

The groan he got almost earned one as the boy sat down. Gwen moved to join him when Sandra called out again and there wasn't any confusion in her eyes this time, but there was so much worry. "Not so fast, young lady. What's wrong with your arm?"

"Nothing! See?!" Gwen said, the word coming too fast as she held out her right even as she tried to hide her left behind her back.

Carl hadn't even _noticed _how she'd barely moved it at all during the fight until then. Just her poking at the sleeve, but the way she winced as his wife's face turned into a scowl? He saw _that _and her eyes just got bigger and bigger as Sandra got up and hurried over. "It's nothing!" Gwen mumbled as his Sandy Bear pulled up the sleeve and Carl caught his breath when he saw the bandage that was hiding under it. The one he _should _have seen if he'd been paying any attention. And the one that was wrapped too well for her to have done on her own after her shower.

"Ben?"

"She needed help!" Ben said before Carl could say another word and this time he didn't flinch away as Carl just stared at him. He just glared right back.

"Honestly, Ben, why didn't you tell us?!" Sandra asked, but her eyes were wide and worried as her fingers danced over the bandage.

"Because it's nothing!" Gwen said, her voice too loud and the words too fast. "I just bumped a pan a couple of days ago when I was making a snack! I've got cream on it and every - !"

"Does your _mother _know?" Carl said as he got up and that question cut through all her words, and he got his answer just from how she looked away. It was all he needed as he started undoing the bandage. He had too much experience doing this at work, and he felt sick as he wondered what he'd see. Especially since there weren't more than a couple of layers of bandage wrapped around her skin. Enough to keep anything from rubbing, but not enough to really protect it. Of course not, she couldn't hide it if there _were. _

Gwen was so smart, but she was just _twelve. _Even with the first aid class she'd found over the summer and dragged Ben to, she was just a kid. They both were. "You should have _told _someone, you two! What if it got infected? What if - ?"

"Carl!" Sandra said, her voice a whisper and no less piercing because of it as Gwen hung her head and Ben glared up.

"It's _not," _Gwen said, her voice a whisper. "I've been taking good care of it and it's not that bad!"

Carl didn't say a word as he braced himself before he pulled off the last bit of bandage. He remembered so many horrors at work that he almost laughed when he saw the pencil mark wide thing that ran up most of her forearm. It was pink under all the cream she'd smeared on it, and looked ragged for a burn, but that was it. He stared as he let himself breathe again. "See?" Ben said finally, his voice hard and scared even as he grabbed for the bandage.

But Carl pulled his hand away. "We'll take care of it, Ben, "

"I'd rather - "Gwen started and stopped as Carl just stared back at the two of them and tried not to see how close Ben was standing to her or how she was leaning towards him and he wondered if they even knew it. If they were _any _older...

But they were just twelve and _cousins_. He told himself that again and again as he looked up and his wife just nodded and took the bandage and the girl. Carl watched his son follow after them and felt his frown get deeper, but what he did next caught even him by surprise as he raced after them and caught his son just before the stairs. "Come on, Ben."

"But - " Ben started as he watched his mother and cousin disappear. "I did it _right! _I wouldn't - !"

"I know you did, Sport," Carl said as he held his son in place. He was probably just going to tease her and make things _worse, _Carl told himself as he tightened his grip on the boy's thin shoulders and led him back down the hall. He kept telling himself that even as he pulled open the garage door again and said, "Your mom's just going to double-check and it's going to take them a few minutes so we might as well have our talk now. Man to man."

"Aw, man…" Ben groaned as Carl closed the door behind them and found the lights. "Mom and the principal have already yelled, isn't that - ?"

"No, it isn't, Ben," Carl said as he took a deep breath and smelled sawdust and motor oil. Two smells that usually made him feel better and didn't stand a chance in the face of his son's glare. "Why are you hiding stuff from us? You didn't tell us that she was hurt, and would you have said a word about the fight if you weren't caught?" His son's eyes finding the floor was all the answer he needed, and it still made him grab for the washing machine so he didn't stagger. "What did we do, Ben?"

"Nothing!" The word came so quickly, but they always did with his son. His hand moved fast, too, as it found the back of his neck which was never a good sign. "I just… It's just _easier." _

"Easier?" Carl said again, and it didn't make any more sense when he repeated it.

"You won't understand."

"Try me."

Ben shook his head at that and dropped his hand. Carl wondered if he even knew he was grabbing for the watch until he touched it and let it go like it was hot. Of course, he'd be thinking of his Grandpa. Carl understood even as he wished it didn't hurt so much. "I… We… It's no big deal! I just knew you'd freak over _nothing_!"

"Gwen getting burned isn't _nothing, _Ben!" The words were a shout that he didn't mean to let out and regretted the second he saw his son _flinch._ Flinch and drop his head like the whole thing was his fault somehow. Guilt made him drop his voice and squeeze the bridge of his nose as he looked for the calm he needed. "You did a good job wrapping it up, but she's got to be more careful."

That almost got a smile out of Ben. "That's what I told her." The words were a joke, but his voice was rough as he said them and there wasn't any sign of a laugh in them. None of it made sense. Not even a little. Carl tried to write it off as just being twelve, but that wasn't it. The only thing that came close was -

Carl slammed the door on that thought as he grasped for the only thing that did. "And the fight?"

That brought his son back to life. "I can explain!"

"You _better!" _Carl grumbled as he crossed his arms and stared at his son. "Considering how your principal was talking about _suspending you _if he caught you again!"

"I'm not! I just have detention all next week! That's all!" Those words were almost panicked, but the next was just angry. "I told him about karate, too, not that the jerk _cared!" _

"Don't you talk about your principal like that! Not around me, young man!" Carl bit out. "Maybe we should talk about karate, too, Ben. We didn't let you sign up just so you could get in more fights with J.T. and _Cash!" _

He waited for all the howls he was _sure _was coming at that. He _knew _his son loved Karate - It was the only thing that he ever saw the boy practice at that wasn't plugged into a TV and it was paying off better than he ever dreamed. Tomorrow was enough proof of that, and he wished that he could just tell his son how proud he was, but now wasn't the time. Now he just braced himself for everything but the confused look he got. "Cash? I wasn't - "

Carl nodded and crossed his arms tighter just so he didn't reach over and shake some _sense _into his son. Shake him until he figured out how serious this all was. "They caught you two, Ben! Mr. Thelen said so!"

"Didn't he tell you about the other three guys?! The ones who were beating Cash up?!"

Carl sucked in a breath and it didn't help. Neither did the fact he could see it was true. It was written all over his son's face. "What?"

Ben shook his head and shoved his hand through his hair. "Cash is a _jerk, _but even he doesn't deserve that!"

"You saved _Cash?" _

Ben rocked back at the words and looked disgusted with himself, but he didn't back down. "Yeah, I don't know what I was thinking either."

The words were mumbled and angry and Carl didn't know at _who, _but it should have been at _him. _"Cash?" There wasn't any way he could squeeze away the headache he had now, the one he _deserved _for not listening. "How bad - "

"They broke his nose again before I even got there," Ben finally said as he shuffled his feet and his face twisted into something like guilt. "Middle school _sucks." _

"Ben!" Carl said out of reflex.

One that just made his son's face twist again even as his hand went back to his watch again. "What? It _does!" _

"I know it does," Carl finally admitted into his palm as he rubbed his face and leaned back against the washing machine. "I remember. Just don't say it in front of your mom. Cash…"

"I _know," _Ben echoed with a smirk. "He _really _hated seeing me."

"I bet," Carl laughed at that. He knew he shouldn't, but he did. He wished it helped more or changed anything. "I know you want to help people, Ben. I've always been proud of that." He felt a little better when his son sort of smiled at that. "And I'm not going to tell you that violence is never the answer. We both know that that isn't true, but there are other ways to deal with bullies. You could - " The words _get a teacher_ died in his mouth because he wouldn't have either and Ben _knew _it. He could see it written all over his son's face, so did the hard thing and told the truth. "I wish I had an easy answer, Ben, but I don't. Smarter guys than me have been looking for them since before I was born and they've had just as much luck finding them. All I can tell you is that your fists aren't going to make things any better. Not really."

It took him so long to figure that out for himself. That and a growth spurt that made everyone one else leave him and his friends alone, but if Ben was anything like him then that was still years away. He wished that his Dad was here because he always knew what to say, or Mom, who didn't need _words_, but they weren't.

He even wished for the books that were waiting upstairs when Ben shrugged and sounded so _sure _as he said, "They work pretty good for me."

"They sure do, Ben," Carl finally said with a shiver because there wasn't anything else, just him, and hearing his son say that made him feel cold. "How many years were you fighting with Cash before today?"

That wiped _some _of the smug from Ben's face as he shuffled his feet again. "I dunno…"

"I do. It was just about as long as you were fighting with _Gwen." _The blow was low and the look the words got him were horrified until he waved then off. "Not like that. I know you'd _never. _But you and Gwen are friends now, aren't you? And it isn't because you came up with the best insult, was it?"

Man, he hoped not. He'd already stepped in it _once _tonight. And he hoped it wasn't because of what he was _sure _he'd been seeing more and more of since their birthdays last year. "No…" Ben mumbled like he wished it _was. _"She's just…" Carl held his breath at that. "She's just a _dweeb, _but she's not bad."

The words should have made him feel better. They didn't. "Insults didn't solve anything with Gwen, and fists didn't solve anything with Cash or the guys you were fighting with today. Maybe there are other ways you can help people. I know it won't be easy, but maybe it's time you spent some time thinking about them? I'm sure _Gwen_ would want you to, too."

That was another low blow. One that he felt bad about even as he said it, and he felt even worse when he saw his son jump at his cousin's name. It was a feeling he swallowed down as he watched his son. He knew that if Ben agreed with him he would have just been faking, but a part of him still _hoped _as he watched his son stare down at the watch on his wrist, the one Carl was wishing his father never got the boy when he finally nodded just a little and mumbled, "I _guess." _

They were the last words he wanted to hear, but there was something more behind them. Something that Carl grabbed onto because they didn't feel like a blow-off this time. Maybe, just maybe, his son was listening. "Good. That's all I wanted to hear. That and maybe you taking a few weeks off from being the Heavyweight champion of your - "

"**OKAY**_. _I get it, dad. I'm _sorry_." Ben cut in before he could finish.

Carl just sighed because he remembered when his son thought all his jokes were funny. Now Ben was just eyeing the door and it didn't hurt at all. "I'm your Dad, Ben. The bad jokes come with the territory."

"It's not that," Ben said with a wave of his hand as he eyed the door and shuffled his feet like he was just waiting for the starting pistol. "I just wanna go check on my Dweeb. So can I?"

Carl almost said yes because this day was enough already, but the way he said that. The way he said _my_ and didn't even seem to know it, like the word just slipped out of his mouth… "She's been over a lot lately, hasn't she?"

Ben blinked and gave him a look. "I _guess. _So can I?"

Every Friday for the last _month. _Carl realized, and quite a few before that. All the way back to their birthday. He realized it and his stomach twisted into brand new shapes as he just stared at his little boy.

Only he wasn't so little anymore.

Ben hadn't had his growth spurt yet, but the signs of it were written all over his body and all over Carl's bank account what with the new clothes he'd needed a few weeks ago and the pantry that never seemed to stay full for long. That didn't even count the red spot he _swore _he saw hiding just under the flop of his son's wet hair. Who was only _twelve_. He told himself that over and over again. Only twelve and Gwen was his _cousin _and -

"That was the other thing," Carl said, almost choking on the words_. _"We weren't planning on seeing your cousin tonight."

Ben winced even as he grabbed for the doorknob. "I kinda forgot to tell you. Sorry. I'll remember next time."

"Next time," Carl repeated and the words felt like lead in his stomach. He had a feeling next time would be next week if he didn't do something about it now. "I want you to know that I'm very happy that you and Gwen have stopped fighting..."

Ben looked over his shoulder blinked in confusion. "Yeah?"

"I love Gwen, and I'm glad that you are getting along with her now, " Carl rubbed at the back of his head because he knew he was rambling, "but you know that you don't have to hang out just to make us happy, right?"

"I'm not," Ben said with his best 'dad's gone crazy' look and voice. "Are you feeling okay, Dad?"

"Not really," Carl admitted. He felt like he was drowning and there wasn't anything in sight for him to hold on to. "Don't you want to spend some time with your friends?"

Ben squinted a little and said, "I am," very slowly.

The words 'since when' almost slipped out of Carl's mouth, but he realized how ugly they sounded. Sure, they hung out for most of last summer, but he knew that was mostly because of Kenny, and Max leaving. He didn't blame _either _of them for holding on to each other, but things went back to normal when school started.

That's what he told himself anyway. Now he wondered. Now he stared at his son and wished that the answers were written on his face somewhere because none of the ones in his head were ones he liked. He didn't know, so he did his best. "Well, I'm glad that she's your friend now, but don't you want to spend more time with the guys?"

Ben shrugged. "I see them at school."

"You could have them come over more often."

Ben was getting a familiar and stubborn look on his face as he figured out where this was going. "They were over just last week."

Sandra said that a couple of his friends had come over to play some games and they had all left before dinner. They didn't camp out or bring their _pajamas. _"Yeah, but you have Gwen over every week. If you want, I'll take her home and you can call the guys up. I'll even spring for a movie and popcorn."

"Aunt Natalie and Uncle Frank aren't even _home," _Ben said as he crossed his arms and glared, but that wasn't why the suggestion didn't fly. Hell, it didn't even get off the runway. "You want me to hang out with my friends. I am. Right now."

"But..."

"Is there something wrong with hanging out with Gwen?"

_Not yet,_ Carl thought, and he jumped at the thought. He shook his head. "No. No. Just... Remember that you have other friends out there." Ben looked at his father and didn't even blink. "It's just another thing to think about, okay?"

Ben's head made something that _might _have been a nod before he yanked the door open and Carl closed his eyes before he could hear it slam. "Good job, Carl. That went - " he started to mutter to himself as he reached for the ache behind his eyes again.

And then he heard his son stop instead of slamming the door or running away. He heard him stop and ask, "What was it like?"

He asked it in a voice so soft and worried that Carl's eyes shot open just so he could be sure that they really came from his son. His son who never sounded anything less than _certain _about anything. He didn't do anything but charge everywhere, too, but not now. Now he just stood there in the doorway with his hand on the handle. "What?"

"I've just been wondering. The first time… What was it like… " Ben said again like he was choking on the words and then he shook his head. "Nothing. Forget - "

"It felt _great," _Carl said, the words coming from the part of him he never tried to think about as he remembered the first time he punched his bully back, and the look on his bully's face as he sat there with a bloody nose. "I'm not going to lie, Ben. It felt great, but…"

Ben shot a look back over his shoulder at that, his eyes wide and somehow almost _sad a_s he asked. "You mean mom - ?"

"Mom?" Carl asked before his son could finish just from the shock. "I didn't meet your mom until _years _after I punched Peter, Ben. What does she - ?" And it was like flipping a switch before he even finished the question.

"Nothing!" Ben said and Carl could have sworn he saw his son go _white _as he grabbed the door and yanked it open. Then he was just _gone. _Carl stared at the spot his son just was for another dozen heartbeats before he pushed himself up and followed after with a sigh he felt down to his bones.

Or he tried to, but Ben didn't make it far. He was just outside the door and staring. For the first time, Carl wished he hadn't bought a house that was so open as he stared, too. He stared at his wife and his niece as they stood in front of the fridge. Gwen's left sleeve was pulled back and now he could see it was puffy and he knew the bandage was done right as they both looked at the paper in Gwen's hand.

Ben's test.

Gwen was grinning as she looked up and laughed, and then for a moment she looked like she was about to come running when the two of them just _froze _and looked away as their faces turned bright red. One that didn't touch her grin even as she said, "Why didn't you tell me, you Doofus! Congratulations! I _knew _you could do it!"

And, Carl was sure he saw his son grin at the words. Then Sandra rushed their son with her arms wide as she laughed and said, "Come on, now that you two are done let's finish up dinner and do something special! My little man deserves - "

There were no words after that, just a horrified gasp of a "Mom!" before Ben shoved both of the girls away and dashed for the stairs. A dash that left them staring.

All of them but Gwen, who took a single step forward and shouted, "Ben?! What's - ?" She stopped then. Stopped and found Carl's face, and the _look _she gave him cut him to the bone even as Ben slammed his bedroom door hard enough that it felt like the house shook. She was gone like a shot a second later. The last they heard of her was Gwen pounding on Ben's door upstairs and shouting for her cousin until he opened it, and then the house shook again.

"What?" Sandy finally asked as she hugged herself tight and stared at the stairs and then him. "What did I _say?" _

"It wasn't you," Carl just shook his head and sagged. "Our talk could have gone better."

His wife's steps were as soft as her hug when she finally reached him. "He wasn't that mad about the fight even when his principal was chewing him out. What happened?"

"It wasn't the fight," Carl said, his voice rough as he rubbed his eyes. "I just made a mess of things."

"What did you say?" Sandy asked without any anger. She asked with a world of worry and sympathy in her eyes even as she held him close.

Carl almost didn't say, but she was his wife and he didn't hide anything more from her than he had to. "Gwen's been over a _lot _lately."

"I know," she said, and she sounded delighted as she stroked his back. "It's like when they were little all over again."

"Yeah," Carl agreed through the lump in his throat as he thought about all the times he caught his son on the phone his Grandpa gave him over the last few months, smiling like he hadn't in years and Carl knew who he was talking to even if he never heard a name just from the trash talk. About all the Fridays over the last few months where he'd watch Ben and Gwen disappear laughing upstairs, and somehow it was the quiet moments after that made him worry, and about the way his son got _so _mad a year ago. All the things that he'd kept inside that finally slipped out in six little words. "But they're not so little anymore."

Her fingers froze at the words, and her eyes were closed off as she leaned back. "What are you saying?"

He tried to find the right words. Words that wouldn't make him seem like a _pig _even though anyone could see that Gwen's body was changing, too. She was all knees and elbows now, but he saw how she ran like a gazelle on her long legs when she went by. Between that and how he was _sure _that when he heard her whispering something about bras to his wife last week while Ben was in the bathroom and they were in the kitchen getting snacks…

A whisper he only heard because he wanted some chips and had sworn the things off ever since. A whisper that made him even gladder he had a boy for as much as he loved her. When he told Frank, he did it with a laugh as he swore it was his new worst memory.

It was just a joke, but it didn't hold the title for long.

There wasn't a thing he couldn't tell the woman in front of him. There wasn't a weight she wouldn't help him carry because that was just the kind of person she was. And there wasn't anything he wouldn't do for her. But this…

"Did you see the look she gave me?" He asked because it was safe. It wasn't anything like the glare she gave her cousin because of the fight. That one was all worry, for as angry as she acted. No, the one he just got was so cold and ferocious that he was sure it would haunt him. And he was sure that he'd seen it before, even if he couldn't remember where.

Sandra just laughed. It wasn't a happy sound, not really, but it was a laugh. "And Lili doesn't think that she pays attention."

Natalie. Of _course, _she'd learned it from her mother. And that was where he'd seen it, years ago when he walked in on his sister-in-law while she was on the phone with her parents, back when they were still trying their damnedest to get her home after Frank...

The memory stole every bit of water from Carl's mouth. "How much time did you spend with your cousins?" His wife blinked at the jump before her face fell and he remembered. "Sorry."

"It's okay," His wife whispered as she sank against him and he held her. "Not much. I wish… but their parents didn't get along with mine." She laughed at that, and this time it was bitter. "Why?"

"We were always moving. I never spent much time with mine either," he admitted. His mom was an only child and barely talked about her family. Maybe there were still a few left in Ireland, but he didn't know. And his dad's side was barely any better except for when the man decided that they needed to see the farm or when Uncle Gordon came by. It wasn't even enough that Joel remembered them for the wedding.

Sandra cocked her head. "Then isn't it a good thing that they're so close? I would have loved it if..."

"Yeah. So would I." Carl said as she trailed off because it was true. And the fact that it was and the worry in his gut made him say more, "But I never had any cousins that looked like Gwen either."

The words were almost strangled and made Sandy's face burn as red as his niece's hair as she pushed him away so she could smack him. "Carl!"

He gave her a little helpless shrug because he didn't know what else he _could _do. "They're growing up so fast, and she's cute."

"She's _beautiful_," Sandy corrected with a hand on her hip and a fire in her eyes as she realized what he was saying, and her tone said just what she thought of it.

"Yeah," Carl said as his hand found the back of his neck. "Yeah, that does _not_ make me feel any better."

"You're being silly. They're _cousins_. They're _family _and she's his best friend again. You're worrying about nothing." The words weren't harsh or angry, but that didn't make them any less _final _as she grabbed for her purse. "But if her being here bothers you that much I'll take her out for a girl's night until her parents get home."

Carl stood there for a minute and realized he'd somehow gotten the whole house mad at him before the good shows even started, and the thought was enough that he sighed and called out, "No. No, you're right. I'm being stupid."

Sandra didn't say a word. Not at first, her glare said everything for her. A glare that didn't last long before she let out a sigh and held out her hand. "It's just been a long day, Honey Bear. Come on, let's finish dinner and - "

"In a minute," Carl said as he took her hand and squeezed it. Then he let go. "I just need to get something out of my truck first."

That got him another look. A hurt one, but she just nodded and said, "Okay." That was almost enough that he stayed, but the words weren't a lie. He smiled at her as he closed the door and went for the cellphone that was waiting in the glove compartment where he left it. It wasn't fancy, it wasn't anything like the ones his dad got the kids. Sometimes he was jealous of that, especially when he saw his son on it at all hours, but the one he had did everything he needed.

For just a second he thought about calling his brother, even though they were out. Some of it was vindictive, and some of it was just because it was right. They had to know about their daughter's arm, and he needed someone he could talk to, but there wouldn't be any talking if he did.

Not from his brother, and especially not from Lili. There would just be a list of all the things he should be doing if he was lucky and if he wasn't…

He couldn't imagine what would happen if he told them what he saw. He just knew it would make what happened with Ben look pleasant. "Hell, it's _Natalie_. It would make World War II look pleasant." Not when he could just be imagining things.

There was only one person he wanted to talk to, but she was gone so he dialed the next best thing. Dialed and wondered why as he listened to the phone ring and ring like he had so many times before. He almost gave up when he heard a click and a man say, "_Carl?" _

"Hey, Dad," Carl said before he could finish, and he hoped the man could hear him over the low roar that was coming through the phone with his voice. One that made him sink onto the runner board as he shoved his free hand through his hair because he could _hear _the edge in his father's voice. The same one he heard when he was nine and made a call just like this one. "Everything's fine. You're busy. I'll - "

"_Nonsense!" _His dad said with as bright a tone as he could, but it didn't hide anything. Especially not how tired he sounded, or how worried. "_I have a few minutes. To what do I owe the pleasure?" _

The words were right there. The words about the fight and the burn and how the kids were hiding things and what he was sure he saw. Almost sure. His dad would know. He was closer to the kids than any of them, as much as Carl wished that wasn't true. Even with him away for so much, he would have seen. He must have. Knowing his dad, he was just trying to figure out what he should say, or else he would just laugh and that would be the end of it. The words were right there.

And so were his mother's eyes as she watched, just like they always were.

"No," Carl said as he swallowed everything down just like he always had and eyed the open door. There was a cut near the bottom, one that he'd never noticed and oozed yellow foam. He'd have to get some duct tape when he had a chance, but for now, he just poked at it with his finger. "I just wanted to give you a call and see if you're sure about tomorrow."

He waited for the next few words and all the questions that needed asking and the answers that needed giving. Instead, there was just a quiet that went on and on. A quiet that told him everything he needed to know because he'd heard _that _before, too. One that made him feel _sick _as he asked, "You're not going to make it are you?"

His father let out a sigh that said everything even though he knew the answer even before he asked the question. He'd heard it enough after all. He remembered all the times he'd had this talk already, all the way back to the first time his mom handed him the phone as his brother stomped off, when it was so big he'd needed both hands just to hold it up and he'd somehow gotten tangled up in the cord.

So much had changed since then. Now the phone fit in the palm of his hand and the only cord was in his glove box for when he'd forgotten that the thing needed charging, Frank and he both had houses and families of their own and mom…

And mom…

Carl closed his eyes and _almost _remembered the way she smiled, sad and strong, as she stood there. He forgot about pulling at the yellow insulation so he could squeeze the bridge of his nose. Somehow he knew his dad was doing the exact same thing wherever he was and he wished that made him feel better. "_I tried, son, but with the way things are here… I can't walk away. Not right now. The job's only half done and - "_

" - and Tennysons don't do anything halfway," Carl finished with the man. He almost laughed at how familiar it all was. Almost.

"_Never have, never will. I was just about to give you a call, but you beat me to it." _

Carl hunched over at the words and the lesson behind them. They were good lessons, too. Lessons that got him _everything, _from the truck he was sitting on to the home that was just on the other side of the door. Lessons he'd learned from the man who always lived them, and who paid more for them than Carl ever imagined.

A price he only really appreciated when a nurse put _his _son in his wife's arms for the first time. Both of them were crying, even if Sandra's tears were so much softer as she kissed the top of Ben's head and held him close. A head that already had wispy, messy brown hair on it and a face that was all scrunched up and red as he clung to his mother and howled.

It wasn't a sad sound. Carl didn't think so anyway. Some part of him thought it was his son challenging the world, and nothing he'd seen over the last twelve years had changed his mind. It was a howl that was echoed in the next room over as Gwen did the same thing. The memory of the two always made him smile before, but now...

Carl still had that picture of his wife holding their son in his wallet. One that had gone with him on more jobs than he could ever count. One he would have carried with him around the world if that's what it took to give them everything they deserved just like his dad did. He'd do _anything _for them, even say the one thing he never had before. "Ben was looking forward to having you there tomorrow, Dad."

Even he heard the edge in his voice as he said those words. Words he never said for himself because he _knew _they wouldn't help even when he was six, that they'd just hurt his father and the man didn't deserve it, but Ben was his _son_.

"_I know," _Dad sighed, only now there wasn't any cheer in his voice. Not even the fake kind. Now he just sounded tired. As tired as he'd looked when he finally wandered home a _week_ after the kids' birthday party and just stood at the door and watched them play video games with their friends. Stood there and stared instead of smiling except when the kids looked over. "_I was looking forward to seeing him, too. Him and Gwen." _

Carl still remembered the man's face as he stood there, and wished he could take the words back because he knew the look was there again and he didn't deserve it, but he couldn't. The only thing he could do was what any man could. "I'm sorry, Dad. I didn't - "

"_You don't have anything to apologize for, Carl,"_ his dad cut him off before he could finish because of _course _he did. "_If I were you, I'd say the same thing." _

"Like you'd say that to Granddad," Carl said with a laugh even though he'd never met the man. Some of his cousins had, though. And Dad and Aunt Vera had all sorts of stories about the man whose glare could strip paint and kept his family fed through the worst years of the Great Depression, even if they were all still suffering through the how. Some things just weren't food, even if you could live off them.

"_To my dad? Sure. Pop Pop, though… __**He's **__a different story," _Dad joked. Carl's grandfather was just a story, his great was barely even that, even if he had seen the farm and the look on his dad's face when they went. Sometimes he thought that farm was his dad's version of heaven. Other times…

Other times, he was sure it was just wherever mom was.

And there had to be a reason it was the only place that his aunt didn't tell stories about. Not really. Not that he blamed her. He could never put the words _farm life_ and _Aunt Vera_ together in his head, no matter how hard she tried. It was like picturing his son there. The barn would be on fire before the sun set, and it wouldn't even be his fault, not really.

"I still shouldn't have said it, Dad," Carl said, his voice firm because neither was this. "Work is work, and you do what you have to."

"_That sounds familiar." _

"It should. The man who taught it to me seemed like he knew what he was talking about." There wasn't any anger in those words. Maybe a little bit of hurt, but no anger.

"_I sure hope so,"_ Max said as he sighed again in the face of the dull roar behind him.

One that sounded more at home at an airport than a construction yard, but he'd seen some of the drills that they were using now. Things like that always got passed around the office. Things like what dug the Chunnel and he still hoped he'd see one day, just for the wonder of it, and that made him drop his hand from his eyes with worry as his mind raced. He didn't ask about the job, he _knew _better. Not that it mattered. Not when there were more important things. "Dad… You're not a spring chicken anymore. I know you're the best, but can't you just tell them to call someone else?"

He waited for the laugh and the lesson. He waited for something like always finish what you start or if you want something done right. Instead, all he got was, "_I wish it was that easy, Sport_."

And his father sounded so tired as he said it. Even more tired than the fact that he was 62 and still doing _plumbing - _and not the around-the-house type stuff - could have accounted for. And that was when Carl _knew_ because he'd do anything for the kids, too. "If this is about money, Dad…" He said his mind racing.

Two summers. They let him take care of the kids for _two _summers and they didn't do more than send some pocket money even though they knew that the kids ate enough that they could bankrupt a small country. They didn't even think about it when the man told them not to worry. Sure, he had his Air Force pension and what he got from his Plumbing business, but…

But they never even asked how much that was. It just wasn't _done. _And then he took off right after _Kenny…_

It all made so much sense. Enough that he should have thought about it _years _ago. Enough that he closed his eyes as his father kept talking, " - _don't have to worry about that, Carl. I make - " _

"No," Carl cut him off. "No, if you do want to take the kids again this summer we're going to help. Me and Frank." He'd tell his brother later, but he couldn't imagine the man saying no. There were plenty of times he was still a pain, but not about this.

Their dad taught them better and it was the least they could do.

He even taught them even now. "_Alright," _his dad said finally. "_Alright. If it'll make you two feel better. And I'm sure the kids would be glad for a couple more nights in real beds." _That got the chuckle that it deserved. Sometimes it seemed like the bunk was the only thing that his son complained about once he stopped grumbling about his cousin every few seconds. Not that it changed anything. "_They do still want to go, right?" _

"Are you kidding, Dad?" Carl scoffed as he leaned back. "Wild horses couldn't keep Ben away. And Gwen's already circled her calendar." Three months that were all covered with bright yellow smiley faces. Frank showed him the picture he took of it on Sunday just so they could cry into their beer because the kids never got that excited for anything that they did.

But he'd do anything for them. Even wait for the day they came home as long as they had fun.

"_Good," _his father said before his good mood broke just a little. "_With luck, this will all be wrapped up by then." _

Those were the words that made Carl close his eyes because he'd heard them so many times before and he remembered each and every one. They were the words that made him and Frank bring up all the other things that the kids could be doing this summer, not that they listened. Not even for Learning Camp. "Yeah."

That was the only thing he could say, and the line went quiet except for the noise, which got a little louder and higher pitched. "_I have to go now, Sport," _his dad said with a sigh. "_I'll try to call again tomorrow morning, but tell the kids that I said I'm sorry and I'll make it up to them. And I want lots of pictures from the ceremony, Carl! I know that my Pumpkin won't put up much of a fight, but don't let Ben talk you out of it! I don't care if he is making faces, I want to see it when he gets that new belt of his!" _

Some of the promises Carl made for his family were hard. Some were almost harder than he ever imagined. This one wasn't. It wasn't even close. "Frank's already got the camcorder ready, Dad. And I don't think that Gwen will speak to him again if he forgets it."

The words should have been a joke, they were for one of them.

"_I bet not!" _His dad laughed and it sounded so good. Then the laugh faded. "_They __**are**_ _doing okay, right son?" _

Carl made himself keep smiling because he could hear the real question behind it - the one that worried about everyone, not just the kids - and squeezed down on his phone at the opening. It would have been so easy to just let it all out because he'd _seen _the looks the kids gave their Grandpa right before they came running up during that last visit, and the hesitation before Ben took the phone and there was some part of him that wanted to _scream _at the man on the other end of the phone for even talking to them about summer when he wasn't sure if he'd even be free, but it was too late for that. They were already making _plans. _So he broke the most important of his father's lessons for all the best reasons. "We're doing fine, Dad. But we'll be even better when you get home."

"_I know." _There were only a few more words after that. Words that were a relief. Words that were the calm before the storm as he hung up and walked back inside.

A quiet storm, because the kids hadn't come back downstairs even though they'd only eaten half their dinner. He stared across the kitchen at the empty table that was waiting for him and felt even worse until he heard his wife call out, "How's Dad?"

"Good." He blinked and let out a breath as he took a couple of steps down the hall and found his Sandy Bear stretched out on the couch, her blue eyes wide as she worried at her lip even as she sat back up and held her new book close to her chest. One that had something about porcupines and preteens splashed across the cover that he barely looked at as he walked over. She made space so he could sit behind her, and he did. "How did you know?"

"Who else would you call?" she asked as she put the book down and snuggled closer. He almost asked about it as he wrapped his arms around her, but he was sure he'd hear if she found something good. She must not have found anything in the first few pages, because she just sighed as she took his hands and squeezed. "I'm sorry he's not coming. And that I got mad."

"It's okay," Carl said as he brushed his thumbs over her fingers and the ring he found on one. _His _ring. The one he knew she'd never take off even if he didn't know anything else. "I was just being stupid. Dad said so."

"Never," His Sandy Bear said as she turned her head so she could give him a look. "Don't even pretend that he said that. I won't believe it."

"He didn't. I didn't even tell him," Carl admitted as he looked to the stairs and didn't wonder what the kids were doing. He didn't let himself. He just laid there and felt _every _ache of the day as he held his wife close and let out the groan he'd been holding in since he got home. "I used to think that things would get _so _much easier when I grew up." Sandra just made a noise at that as she reached up and brushed a hand through his hair. Hair that was still as wild as his son's even if it wasn't as thick as he remembered. Time and the world changed that. A world and his father and the aliens and monsters on TV and - and - "How is raising kids _harder _than smashing cement all day?"

They weren't the words he wanted to say, even though they were so _true, _but he couldn't bring up the rest. Not when his Sandy Bear's hand went so still just at those before it dropped back to the book she'd almost forgotten about. He wished he could take the question back because that was the one they'd been asking themselves for twelve _years _now_. _"I don't know," the blond in his arms finally said, "but it is."

And there it was. The hardest job, and there was only one thing he could do about that. It was one thing his father taught him even if he was never there. "I should go apologize. Their food's getting cold and someone has to tell them about _dad_."

Someone had to break their hearts _again. _

Not that Sandra let him up. "We can reheat it. Let them cool down first and have their fun tonight."

The advice was good and the feel of her leaning on him was even better, but guilt made him say, "If I wait, Gwen won't be over again for a month and Ben will never forgive me," even as he fell back into her arms.

Sandy shrugged as she took his hand and ran her fingers over his. "Well, then that solves one problem, doesn't it?" The words were a tease and he knew that she didn't mean them, but his dad taught him he should always take good advice when he heard it so he did.

\- o - o - o - o - o -

He was _almost _right. Summer came before Gwen was in their home again and Ben…Ben didn't miss a week. He just went over to her house instead.


	29. Promises

**Chapter 29: Promises**

_Tranquility Base_

_Mare Tranquillitatis, Luna_

_April 17th, 2000_

_4:04 pm PST (Approximate) _

Footprints crowded the endless field of gray dust in front of Max. Footprints that got sparser and sparser the further away they got until they disappeared altogether before they got even close to the mountains and boulders that were just on the edge of the horizon.

There were other footprints out there. Footprints with only a faded flag and the abandoned feet and base of a lunar lander module for company. The _first. _

The ones that were almost his.

Max took a breath at the thought, and it was the only noise he heard. The only noise he _could _hear when there was just a vacuum around him. A vacuum that stretched from the other side of his visor to the blue sphere that took up so much and so little of the black void that was the sky here.

Just the sight made him remember hearing the words that he _almost _said. Words that were broadcast all over the world when his friend Neil read them instead from the plaque that they left behind. Words he couldn't help murmuring now as he looked up at the sky and wondered if any of his kids were looking back. "'We came in peace - '"

And the thought made him stagger and reach for the concrete wall that was as alien to this place as the artificial gravity that was keeping his feet on the broken floor. "_Colonel?" _Albright's voice was just a hiss in the speakers that lined the inside of Max's helmet.

"Nothing," Max muttered even as he shook his head. "It's just what Neil - the _other _one - " His voice cracked at that, the old joke that always made their Armstrong glower and look proud at the same time even as it took some of the edge off of the long days and longer nights, and so did the edge of the wall as he squeezed it, "- it's what he said just before they took off. We came in peace for all mankind."

He gave the untouched gray dust of the lunar surface and the blue marble hanging over it one last look before he turned his back on both so he could look the other Plumber in the eye as he stood there on the other side of the blown-out wall.

Or try to, anyway. Even if the visor of their helmets didn't hide their faces he could barely pick the man out of the shadows. He must have had his visor set to infrared because Albright had all the exterior lights of his suit turned off, even the one on the end of the rifle that he clutched in his hands. A weight Max felt echoed in the tug on his shoulder as the man took another step closer. Close enough that he stopped on the very edge of the crater that separated them. Close enough that he bumped some of the rubble into the crater, where it fell without a sound. They came in peace...

Ashes. The words were just _ashes _now.

"No one was here when it happened." The sensors in Max's suit were as sure of that as they could be, and he wished that they did more to take the ache out of his stomach as he looked around the ruined bunk. He'd stayed in a room a lot like this before, and he _knew _that there'd been a bed right where the beam had burned through. One that was barely enough for him, but that never stopped him from imagining waking up a split second too late...

He knew that the people who'd called this room - one that was barely bigger than the back of the Rustbucket and _huge _compared to the simulator he still dreamed about training in - had done more than imagine that nightmare even before he found the framed picture on the floor. One that would have been blown halfway across the field outside when the wall was breached if the base hadn't been holed a half a dozen times already. The glass was cracked, but the photograph inside was somehow untouched in the vacuum.

Max didn't know if that made things better or worse.

He couldn't help glancing down again at the two he fought side by side with and the two standing on either side of them as they stood in front of a castle that looked just like the movie it came out of. There was a little girl with bright bright blue hair peeking out from under the hat with big round ears didn't look the least bit impressed, and a boy with skin as dark as his father and his arms crossed like this was the worst thing ever. The boy in the picture just glared at the two adults in the middle with his arms crossed. Not that Armstrong noticed. It didn't look like he noticed much of anything as he held Wheels in his arms and she pulled him down for a kiss.

The same kind of kiss he'd gotten from his Starshine, even if he'd given away the only picture he had that proved it. Not that he minded. He knew his grandkids would take good care of it and it wasn't like he could stand to look at it anyway. Not when it just reminded him of all the years that were between then and now. The one in his hand hurt just as much even though it was only a few weeks old in one of the few stolen moments between missions. Moments he _slept _through instead of doing anything like this with his grandkids. Kids he didn't even get to watch turn twelve with his wife. Max stared at the picture and didn't know he was squeezing it until he saw another crack dash across the glass. "They weren't here."

"_No," _Albright said, and Max felt his shoulders slump as he gave the photograph another look.

For just a second, he thought about taking it back with him. Instead, he set it down on the ruins of the shelf he'd found it on with a little sigh before he looked up. Albright wasn't looking at him when he said it. His helmet was tilted too far back if he was. No, Max knew his eyes were on the blue disk behind him, too. He wondered if the man was thinking of his own son. Max had met Alan once and knew that the boy stared at the sky through his telescope when he wasn't in school. He'd been as proud to show it off as he was all the pictures his dad sent before the Plumbers.

Photographs just like the one Max just set down, and that was why his voice cracked when he asked, "You found them?"

Albright startled at that. Not for long. If he'd ever seen the big man jump before Max wasn't sure he'd have even noticed, but he hadn't. Rangers didn't, much less Plumbers. His head shot around and Max was glad that he couldn't see the man's eyes through the gold tint that filled both of their visors as he said, "_We're still looking for Wheels, but we found Armstrong - __**our **__Armstrong - in the Hyper-relay control room. It looks like he rallied the survivors there after the attack started." _

Max closed his eyes at the words. It made sense. It was the most shielded part of the base except for inside the reactor that was just _gone _now and their best chance of getting help. A chance that didn't last for longer than a few minutes and one panicked message. It was still more of one than _he'd _given them. "I never should have…"

"_No, sir. They __**needed **__the break, Max. We both know that," _Albright said before Max finished. "_After Peru… They needed the break, and it was their turn on the rotation." _

This was the easiest assignment that Plumbers could draw, and usually one of the first. This and Malta so they could acclimate to a world that they'd only just stumbled on. It was a rotation that the two should have been on _months _ago, but the world didn't wait and it didn't have training wheels. Not anymore.

Not since Bosnia.

Which only made this posting mean more. It was already the one that everyone fought for even before the current mess, just so they could say that they'd been on the moon. Everyone wanted it, so of _course _Armstrong fought it when he got his orders. Max could remember every word that the man said in that low growl he had after the mess in the Amazon. A fight that only ended when Wheels took him by the hand and said, _Just imagine the kids' faces when we tell them._

Not that they ever could, but Max still remembered the look on Joan's face when she said it. The short blond woman _glowed _at the words. No wonder Armstrong melted after that. Max didn't blame him one bit. Not for that or their sleeping arrangements. It went against every rule in the book, and it was the only one Jim looked the other way on as long as everything else was done by the book. Max looked out at the moon and the blue disk again. "At least they went out together. Maybe that will help Helen and Manny..."

Max hoped so. He liked to imagine that it would have for his boys, but he knew how his grandkids would take that news. He still remembered how they took it when he spent that day in the hospital in the line of duty, and from all the stories that Manny and Joan had told him about _their kids_…

He had his Starshine and he still barely managed with his boys. He didn't know how Neil and Joan managed before they found each other. At least his kids had each other, and his Grandkids, but theirs had barely even met. They might have been a family one day, but now…

Max closed his eyes at the thought.

A thought that shattered when a voice rang in his helmet. The rookie even though he was pushing thirty. Cruz, Max finally remembered, even if the first name stayed slippery. Julio maybe. The name didn't stick nearly as well as the looks on Albright's and Armstrong's faces when the man just showed up at a briefing a month ago. One that was almost lost in the trash talk and back slapping as they welcomed the man back. "_Hey, Bossman, get your ass back to the control room! We found something!" _

\- o - o - o - o - o -

Max just stood there in the crowded room and felt so lightheaded that he was sure that the gravity generator had finally burned out.

Nothing breached the walls here, nothing _could _as far as he knew. At least, nothing could and leave anything that even _looked _like a room still standing. Not with the alien tech that filled the walls and controlled the tower of a machine that the base was built around. Walls that were pitted by plasma fire that showed off the burnt and ruined crystals inside and were just the tip of the iceberg for the ten-story tall device that stretched up into the sky on the other side.

Or it had, anyway.

Cruz finally looked up from the bodies on the ground as two more Plumbers circled the room and poked at the walls like there was some miracle that could get the alien tech working again. Even if it was just enough that they'd find some clue in them that would say _who _did this. There wasn't, but Max didn't blame them. No one on _Earth _knew how the transmitter - their lifeline to the rest of the galaxy - worked. They'd had it for forty years, and they still didn't. Not really.

Maybe if they'd asked...

Max shoved the thought of the Galvan that his grandson could turn into away as he looked at the bodies that were waiting for their trip home. Three of them were in body bags already, lying where they fell by the controls. Controls that Max should have looked at before and glanced at now as he made his way over. Controls that the attack left just as dead everything else. Dead and frozen on full power, which explained why every television and radio on Earth went to static for the thirteen seconds that they'd broadcast their mayday in before the whole system was fried.

Hell, they had the power turned up so high that half the galaxy probably heard it. Maybe if even _one _of the people out there got off their butts…

But they didn't. Humanity was on its own as always.

Max stared at the bags that held the man and the woman who did everything that their duty and their world demanded. People he didn't remember ever meeting and he looked at for all too long before he finally turned to the one he _did. _

Armstrong was in a bag, too. One that was unzipped now, even if the thick fabric caught around his broad shoulders. A plastic that he could have sworn felt cold even through the thick gloves he was wearing. He pushed the material back, but he didn't look down. He just eyed the doorway just a few feet away. One that was more of an airlock than anything, and between that and the air scrubbers could have kept this room habitable for a _week _if it had to before it was blown in.

They didn't find a single working rifle or handgun in this room, but one look at the other end of the hall showed just how ferociously the man fought. He could just see Armstrong using what was left of the door frame for all the cover it was worth as the other three worked. A frame that was chewed apart by alien fire before the rescue even got started, which might have mattered if…

It was another thought he _couldn't _let himself have. One that came with a guardian pink light that he'd seen take so much punishment and the green that would have given it. One he couldn't stop as he finally looked down at the man who should have been a friend. One of too many that he'd lost in this job, but that wasn't why he didn't look the man in the face. The plasma had done its horrible work on him, too. Two on his chest and one on his right arm that would have been clear as day even without the holes that they'd burned through the blue-gray material of the other man's Plumber's suit.

Wounds Max never wanted to see, but he stared at now. The burns and the rough patches that covered them. Patches Max just stared at as Cruz looked up from the panel he'd been working in that was at the back of the room. Max couldn't remember ever seeing his face, but the man jumped when the call went out and had an edge in his voice now as he reported, "_I just double-checked. Armstrong never touched his repair kit. Neither did the techs and the room's supply is still there, too." _

Max heard the words, but they didn't sink in. He wouldn't _let _them. If they did and they were _wrong… _His mouth felt numb as he said, "He could have…"

"_He didn't do it himself either. The hit on his chest was..." _Albright said with the calm voice of a man who didn't _dare _say any of the things he was thinking as he stood next to Max. Not that the calm hid the anger and the grief that was under it all as he looked at the man he served with for years. An anger that was all turned in on himself for leaving the second he ID'd the man he'd served with even _before _the Plumbers instead of staying and checking, who just heard a clock in his head and all the ticks he'd _wasted. _Max heard him swallow all that down and wished he could say something, but it wouldn't help. Limits were for other people. Albright must have remembered that because his voice came back, and when it did there was more than a flicker of respect in it. No, it was more like awe. "_I don't know how Joan managed it, but - " _

"I do," Max murmured as he stared down at the man who always towered over Joan like a giant. A gentle one for her and the kids and a terror for anyone else. It took a dozen blinks before he could see anything again. And two more before he finally noticed the medkit strapped to Armstrong's arm and the little hose that went to the intake on his side. It was one of the few bits of tech that the Galactic Enforcers actually shared. That and this relay that was the whole reason that this building was here. The kits were powered by nanites and he'd seen and felt them do miracles like fixing the broken bones that should have kept him in bed for months in just a few hours.

There weren't any miracles there. Not from the box, but maybe…

"It doesn't mean - "

"_Everyone else is accounted for, and no one else got down that hall. Not after the last charge,"_ Albright said and the way he stood there, his hands at his side and almost _shaking. "Joan wouldn't have left him, Max." _

"No," Max agreed as his eyes finally found Armstrong's. The man didn't move. They just stared up at nothing as Max's mind raced. "And they wouldn't have taken her if she was…"

Whoever did this didn't take _anyone _else. He eyed the line of plasma fire that was burned in the wall by the door. Shots that weren't aimed, that must have come as someone did a spray and pray. Someone who was kneeling right where Max was when they did it.

If Joan wasn't here…

Max looked down at his gloved hand. A glove that fit and worked so much better than he would have dared _dream _when he was still an astronaut because of all the alien tech inside. Tech that was stolen or borrowed and copied the best they could.

Right down to the radio inside.

Max didn't say the words he was thinking as he covered Armstrong up again and squeezed the man's shoulder. Then he shoved himself to his feet as he spun on the two Plumber's who were still working on the dead equipment. "Does _any _of that work?"

The others jumped and stared before one shook their head. "_No sir. Whoever carried out this attack only blew what they had to so they could take the base, but the relay… They __**slagged **__the relay. We think that it was the - " _

Max ignored the rest as he looked up at the ceiling, too. The relay could have pinged her suit anywhere in the _solar system, _but beggars can't be choosers. The ship that brought them here and was just on the other side of that ceiling couldn't do nearly as much, and the life sensors on board were still the best that he'd ever seen.

Only this time, they wouldn't be looking for victims hiding in a jungle and there wasn't anything more that they could do here. Not for the dead, but maybe…

"All units return to the _Defiant. _We can't do anything more here, but one of our own is out there and we're getting her _back. _Defiant, I want you wheels up the _second_ \- "

That was as far as he got before the alarm cut through his suit and his visor burned red and a new voice cut through his message. "_Negative, Whiskey Tango! We're launching __**now! **__We have incoming!" _

Max felt a chill that didn't have a thing to do with the vacuum as he turned and sprinted for the door, his hands reaching for the rifle he'd stowed as he did. "Report, _Defiant!" _

The man's voice had an edge as sharp as any of the knives that were waiting in the Rustbucket. "_Crazy bastards jumped in so close that I'm amazed that this rock doesn't have a new crater. Crazy and smart. They came in on the dark side and they're hugging the ground. If we didn't have eyes out we never would have seen them. As it is, ETA seventy seconds!" _

Max stopped at the words. It would take longer than that just to make it outside. They'd have to make their stand here, in this ruin of a base. All eight of the Plumbers he'd grabbed from Avalon the second they heard the distress call. Some part of him wondered what the bastards missed that they'd come back for. The rest worried that they wouldn't even land, but if they did...

If they did, there wouldn't be any surprise this time, and Max felt his face go hard under his helmet as he unslung his rifle and his voice went cold. "All right people - "

That was as far as he got before the world _screamed _in his helmet before the computer got control of the radio again and picked out just one of the ten thousand frequencies that they were getting hit with, most of which no human had ever heard. Then the harsh electric tone was replaced by a woman's voice that wasn't any warmer. One that he _knew _wasn't speaking in English as the taste of roasted worms filled his mouth just like her words filled his ears."_You __**viscacha **__have three seconds to surrender before I - " _

One that he _knew. _One that shocked him so much that it took him two tries before he found the button so he could broadcast loud and clear. "Xylene?!"

\- o - o - o - o - o -

Max stood out in the lunar dust and watched the ship come in. The alien blue metal was smooth and sleek and looked so different than most of the starships he'd seen and just like the one he'd flown in once. Even with tech that he knew that most people would think was magic, function still reigned supreme, but not with this one. This ship looked like it was sculpted, not built. It was a thing of beauty that was a joy to fly. One that Max could have stared out for hours and not seen any of the razor-sharp claws that were hiding right under the surface.

It was just like the woman who captained it.

"_It's time, Colonel." _Jim's voice filled his ear as he stood there. One that was all rough edges. Max was glad he didn't have to see the man who they came from. Not when he had this in front of him. Not when he got to watch a ship land on the surface of the moon. There wasn't any breeze or noise, but there wouldn't have been even when Neil did it, and this ship didn't use chemical rockets. "No."

The ship touched down smoother than Max could have imagined. "_I'm not asking," _Jim said, his voice muffled by the cigar Max knew he was chewing on. "_It's past time we took the Watch out of the box. The Watch and the Witch." _

"It's _my _call," Max said right back. There wasn't any heat in his voice, there was just steel at hearing his Grandkids called _that._ As if that was all they were. "And I said, no go, Merlin."

There was heat in Jim's. Enough that Max remembered the warnings that people gave about Wizards, and especially the one the man took his callsign from. The temper was all his, though, and it burned hotter than the lit end of the man's stogie. "_This isn't a request, Colonel. Zeta X-Ray is already on his way to collect them. By the time you find our little lost lamb they'll be - " _

He watched the ship settle and its landing gear sink into the surface and it looked just like the shorts he watched as a kid. An alien spaceship. He was almost 62 and the idea was still a thrill, but it was who he knew was waiting inside that took his breath away. Or it would have if he had anyone else on the line_. _"And I said _no. _If Zeta X-Ray even _looks _at them…"

Joel was _family_. Him and Camille both. She'd more than earned her way in years ago just for the way she looked at his nephew and after she helped watch over everyone for the last few months, but - they weren't his Grandkids. And the man on the other end of the radio wasn't even _family. _But he was the boss and Max had _time. _So he made himself speak. He didn't raise his voice. He didn't need to. This part was like an old suit. "They've never operated in teams of more than three before, they haven't used plasma weapons, they've only been in space twice and they'd be a _liability _on this mission and you _know _it."

"_And whose fault is that, Colonel?" _The words were as cold as the vacuum outside as Max stood up. "_Get the job done. You and your little 'Plumb-ette.' After this mission - After this mission you and I are going to have a __**chat**_."

Max didn't say a word as the line went dead. He could take that guilt. He could take that guilt all day. Albright spoke, though. "_Are you sure that this is a good idea, Colonel?" _

Max looked over at the man next to him, one of the few he'd ever met who could meet his eyes and let out a sigh. "Probably not, Major, but I'll make sure you don't get hit with - "

"_Not that," _Albright said with a wave of his hand. A hand he was holding like it _ached _for the rifle that was strapped across his back. "_I'm not worried about Merlin. Are you sure about going off on your own?" _

He wouldn't be. Max knew that Wes would have understood that if he was here instead of chasing another lead down in the Amazon, but Wes served with Xylene and Albright never had. "I'll be fine, Major. And we'll cover more ground if we split up."

"_Roger," _was all the response that Max got, and all he needed as he started crossing the hundred yards between him and the ship in the slow hopping motion that was natural now that they were beyond the reach of the base. It was another thing that stuck like riding a bike. A bike he wished he _had _as he watched lights burn through a doorway in the alien ship that he would have never guessed was there if he hadn't seen it before, the seam was that well hidden and when he saw who was waiting in the airlock….

Max took one look at her and felt even the moon's weight lift away.

Xylene didn't rush out. She didn't even have her helmet on, she didn't need it when the forcefield held in the atmosphere, and the look on her face as the ramp came down and the way the twin tentacles that grew from the sides of her head were curled up tight around her were the only sign of the tension she'd been under even if she did have a rifle in her hands. Those and the black and gray armor she wore instead of the usual gold and white of the Enforcers, not that she was in the branch that most people ever _saw._ The rifle she slung over her shoulder the second she saw him, even if he did have his helmet on, the color didn't change.

But she was never really off duty. Not any more than he was.

Which didn't keep her from having her moments. His helmet just barely caught his shout as a purple light filled her three eyes and the vacuum around him before the ground disappeared from under his feet and he _flew _the last twenty feet. He felt the shield that held the air like an itch as she pulled him through it, and the gravity was a kick in his knees as it came back, but right then it didn't matter. Not as he pulled off his helmet. "What's a pretty lady like you doing in a place like this?"

Her lips were as covered in scales as the rest of her, the finest though, and the shade was the darker blue-green that covered the skin around her eyes. Her lips darkened a shade more at his words. "Saving you before you get _cooked,_ Max. What do you think I'm doing?"

Max let out a chuckle at that. He couldn't help it. "It's what you do best."

"I do have experience." That made with a full grin that showed off the sharp teeth that her lips were hiding. Then her face fell again as she looked out the hatch. "Are they coming?"

"No, they have their own ride," Max said, his words vague.

Not that it helped, or saved him from the look he got as her hand found her hip and her scowl came back even deeper. "I saw it on the scanners. That's why I… You should have left it rusting in the jungle."

"I don't know. I like thinking it drives the old owners _nuts _knowing we have it now. And it has the best weapons and life scanners we can find." He never liked thinking about _why _the scanners on the Black Sun's old ship were so good, but now?

"Which breaks two of the codes."

Level Eight tech on a Level One world? It was four by Max's count, but he wasn't going to say anything. Not now. Not for a treaty that was signed when he was just fourteen years old, and neither would _she. _"Want to help me break a few more?"

"Always," Xylene smirked as she hit the button and the ramp closed again, leaving them alone in the airlock that was made of the same blue metal as the ship's skin. There were only two colors better in Max's opinion. "Once you tell me what's going on. Who hit Tranquility?"

"We don't know. We think Blood Pack, but - "

The name was enough. It was _more _than enough from the way the woman in front of her scowled. "_Please. _They're more scavengers and slavers than mercs, Max. They'd _never _take on a target like this."

"I know," Max said, her words echoing all the worries that kept him up at night as he chased the aliens across the world. Worries that came with words like _scouting attack _and _sappers _and _invasion_ even if they didn't feel right either. Worries would have shared with her at any other time. Now he just said the only words that mattered. "They took one of our people."

And that was all that he needed to say. The woman was _always _a hurricane of motion when she wanted to be in battle and in command, and Xylene proved it as she spun around and slammed her fist down on a box that almost looked like it grew out of the wall by the hatch. Her tail and tendrils both twitched as she hissed out, "X'ziss. Immediate lift off! We have a search and rescue. Your people haven't done anything stupid, have they?"

"Not with this," Max said at the last. The Plumbers suits were based on what the Galactic Enforcers used and would share, right down to the emergency beacons. He had the codes for his team's, codes that were as classified as anything on the blue disk in the sky, and he handed over Wheels' without a second thought. "But if you're detected…"

Xylene's species never evolved hair. They didn't need it on their desert of a world, but some things were universal, and the way she cocked the scales where her eyebrow would have been was one of them. "We _have _done this before, Max."

"I remember." The words were soft, and the story behind them was just _one _of the reasons he couldn't leave the planet. There were so many times he was sure he'd never see home again when he wore this uniform, but that was the only time home was the whole solar system. And _she _was the only reason he was wrong.

He hoped she could do it again as he felt the soft tremble of the ship rising into the airless sky again.

Her eyes studied him, her third eyelid flickering like it only did when she was worried_. _"What else do you remember?"

"Enough," Max said, his voice almost cracking. Things like the first time he stepped foot on a starship like this, and the offer that almost kept him. An offer that was still there, that was still written in her eyes just like they were that day by Roswell. Guilt slowed his steps, but he still made them as he crossed the space between them.

And her lips were as soft as he remembered. Softer than her grip as she wrapped her arms around his neck and pulled him closer. That touch almost broke him. Almost. Then she pulled away. "You look like _hell_."

Max let out a sound that only a soldier would have known was a laugh as he held her close, but Xylene was. "And you're a sight for sore eyes, Roswell."

"Max…" the words were a warning. The worry came flooding back with the next. "Where are Ben and Gwen? Are they…?"

"They're _fine," _Max said before she could finish the thought and he kicked himself for not saying so sooner. "They _better _be in school." If they weren't…

He didn't say the words, but they must have been written all over his face as she took him by the hand and he praised the alien tech that made it again because he _felt _it. Something that was just barely true for the suit he remembered wearing all those years ago. He lost himself in the feel until she tugged him to the door. "You can tell me all about it in my room, Max."

"But - "

"My crew can handle the search," she said in a tone that was just shy of offended. "They don't need you glowering behind them. Or collapsing. Don't make me make it an order."

The tease was right there, and even with the worry eating at him, he couldn't resist. "Yes, Ma'am."

He caught glimpses of the crew as they walked across the ship which was the size of an office building on its side. Some of the species he knew, some he didn't, but they were all in the same armor as Xylene. Not that any of the other Enforcers made it look as good as the woman he was holding onto. "You never did answer my question," he said because he had to say _something. _

Xylene made a noise deep in her throat as her purple eyes flickered away. "We were in the neighborhood."

"You were?" Max asked as she turned and pulled him into a dark room. One that was only half-lit as they walked inside and had a desk and chairs that all looked like they were growing out of the floor. The room was as warm as she liked it, and dark aside from the monitors around them showing desert - one he _knew _just from her stories _\- _as she sank into her chair and he dropped onto the edge of her desk. "Well, I'm flattered."

The words weren't the tease that they should have been. Not with the worry clawing at him and the guilt curling his stomach, but they'd be fighting for their lives soon enough. They could live them _now. _Even if it was just for a tease.

The words took away some of the worry, but it didn't touch the guilt. It hadn't. Not in all these years.

"Not for _that, _Max," Xylene said with a little wave of her hand because she _knew _him. "An old friend asked me for a favor. One I never thought I'd hear from again, but he _hates _it when his work runs wild and I'm expendable."

The alien woman deflated after she said all of that. Deflated and let her head fall back on the headrest that was made special for her as she closed her eyes, and Max didn't realize how much he missed seeing them until then. "Expendable? He can't be all that smart if he thinks that," Max grumbled as his fingers found the corner of her desk and dug in. Promises. So many promises.

Max didn't know why that made her laugh, and he didn't care. Not when one of the tendrils that grew out of her head brushed the hair on his cheek as soft as a kiss. "You _always _say the perfect thing, Max. Even if you do have a parasite covering your face today."

"It's called a beard," Max said with a shiver as idly reached up and stroked the hair on his chin that he'd almost forgotten about. It was easy. He did it a dozen times a day until he got an itch that needed scratching. Like the one right now, the one that made him reach for the edge of her desk and dig his fingers into it. "So what's this friend of yours so mad about?"

Xylene didn't say a word, she just let her tendril fall back and curl up around her middle as she pulled her tail tight around her feet and her eyes slid away.

And that was when he _knew. _

He'd seen five other Enforcers when she led him down the halls. The Tetramand was the toughest that he knew about, but there were two that looked like bugs that he didn't recognize and he was _alone_ here, but none of that was the biggest problem. He'd gone up against worse odds.

No, the biggest problem was sitting right in front of him and sucking in a breath as her three eyes flew open in a panic. "Not for that, Max! We're not here for the Omnitrix! A dozen ships have vanished near the Hugopata sector and he needed eyes out there! I would _never - !_"

"I know," Max said because he _did. _Or he should have. He said it and shoved his hand into his face so he could wipe away _some _of the exhaustion. It didn't help, but the hand he felt on his arm _did. _So did the sight of the woman as she sank back into her chair with her leg pulled up and her armor pulled tight around it. "I know."

"_Talk _to me," Xylene said again. The words were an order and a plea as she hugged her leg closer and her three toes dug into the edge of her chair as she watched, ready to spring to her feet if he even _tried _for the door.

He didn't. He just reached out for her and started talking.

\- o - o - o - o - o -

" - different villages in the last eight months. Merlin - " Max said and he almost laughed when he saw the look that codename got before she snuggled in closer. Somehow they'd ended up sitting on the floor. Somehow Xylene ended up under his arm and somehow that made telling her all of this easier even if she was so distracting. "- _Jim_ thinks that someone's using the Pack and they're scouting us out for an invasion, but it doesn't feel right. None of this does."

"The Pack wouldn't risk their lives like that," Xylene murmured as her face scrunched up in the way he _loved _and that he missed and that reminded him of…

The thought made him close his eyes, like all the ones of his Starshine did. He saw Xylene watching him when he opened them again. Her face was still pursed, but with worry now. "Sorry… Yeah. Like I said, it doesn't make any sense, but…" He took a breath. The rest was classified. He touched the button on the forearm of his suit anyway, and he watched the monitors around them fill with pictures and words he knew all too well. The same ones that ended his retirement.

Xylene's eyes went wide at the sight, and she leaned forward and turned the screen so she could _stare. _"What are _these?" _

"We think that they're the Blood Pack's new management," Max said, but he didn't look. He knew the aliens by heart in all their forms now. From the one angry red eye set in the middle of their forehead to the sickly green skin and purple skin that grew over them. "We're calling them Xenocites for now and they've been running every base we've hit, but beyond that…"

And then he held his breath and _hoped _as Xylene touched a few buttons that were hidden in the desktop until she needed them and made a face the second she saw the one that looked like a Vulpamancer. and he never realized how much more disturbing the things would be with one red _eye _in the middle of their forehead until he saw her do _that._ Her face went still after that as she looked over the other six before she shook her head. "There are over nine _thousand _sentient species in the galaxy that we know about and we're still finding more_, _Max, but that doesn't mean I know them all. I've never seen anything like this."

"Can you tell me _anything?" _The words were a plea.

One that just got a shrug. "Only that most species hide their brain. The fact that this one doesn't…" She took a breath like there was more bad news and he braced himself. It didn't help. Nothing could. Nothing could have even gotten him ready when she asked, "Where are Ben and Gwen, Max?"

He felt his back go stiff, but that was his only reaction. It was the only one he had_, _even after her hand found his knee as she pressed on. "If things are as bad as you say…"

"They're _safe," _Max said finally and with finality as he pulled his arm out from behind her. "They're in _school. _They - "

"They charged one of Vilgax's battle drones without a thought. They're warriors, Max. They - "

"They're _kids," _Max bit out as he shoved himself up and away like he _couldn't _in Avalon. The room was a dozen paces long, and not nearly enough. He felt his hand shake as he reached up so he could bring it down on the box that opened the door. A hand that _froze _as her next words hit him like a baseball bat.

"You can't keep them in the egg forever."

The words were soft and all the worse for that. Enough that he forgot all about leaving and spun around. "They're _kids! _They - I know that your species doesn't - " he started before he made himself stop_. _Her species didn't raise their young. Not like humans did. Max knew that. They were so much more communal, with some raising the children while the rest did all the work that civilization took. For all that Xylene said that they took _pride _in leaving the children alone for the first few years after they hatched they were still watched over so that nothing bad happened.

They didn't let them fight _monsters _all summer. Not even so they could save the world. They didn't salute them and tell them how proud they were to serve together, either, even if he still remembered how Ben's face _glowed _when he said those words on the last day of the first summer while Gwen snored away in the passenger seat. They didn't…

But he did. His hand found his face and he hid behind it, but it didn't help. "Sometimes I wish that your pod had found _anyone _else." The most powerful weapon in the universe was too much for _anyone, _but a ten year old? For all the good Ben did, and he'd done so much… It was too much. "Letting them be kids for a while longer shouldn't be too much to wish for…"

"The universe doesn't care about our wishes. If it did..." Xylene said, the last a whisper as she took his wrist. He hadn't even known she'd gotten up until then, until he turned around and she was _right there, _her gaze hot as she stared across the few inches that separated them before she ducked her eyes and tried to turn away. "Max, I'm… I'm…"

She tried, but he didn't let her go. Not as he stared across the inches that separated them. Inches he crossed once before when he'd broken his most important promise and they'd ended up in the bunk that was folded against the wall now...

The one he didn't dare look at when he walked into the room and couldn't stop thinking about now as she looked up again, her scales catching the purple light that filled her eyes and her lips parting in a surprised gasp. If he did…

If he did…

Max's lips were just an inch away from hers when a voice filled the room. "_Magister! Magister, we've got a ping!" _The universe didn't care about wishes. Not usually, but sometimes…

Xylene moved before he could say a word. "Where?" She asked after she stabbed her finger down on a button he hadn't even noticed. A light flashed over the top of it, and a hologram of a world burst to life. One he _knew, _one he'd seen since he was _six. _Max stared at the ghostly form of the Earth as a bright yellow dot appeared on it in the middle of the Aegean Sea, so close to where it'd all started...

\- o - o - o - o - o -

The village was almost as small and seemed as old as the mountain island it clung to. The red and black bricks and cobblestones almost made the place seem like it grew out of the rock instead of being built on it. Even if Max couldn't see the docks, he could see the wine-dark sea and all the fish that it promised and kept the people here.

It was just the kind of place he promised he'd take his Starshine when he met her.

A promise that grew with his family, until he could almost see them here, with his daughters-in-law and granddaughter crowding his wife as she stood in one of the stalls that crowded the street for the tourist season that was still weeks away. They'd be laughing and poking through the seashell necklaces and earrings looking for just the right ones even as they still dripped from their swim in the sea.

He could see it as clear as the wrap he knew his wife would be wearing as she haggled with the poor man who ran the stall. The same wrap over the same two-piece suit that he'd seen the last time they'd gone to the lake. The emerald green one that just made her hair look brighter even with the big straw hat she _always _wore when she was in the sun. The one that helped a little, but always left her shoulders kissed with freckles.

He saw her as clearly as he did his sons doting on their wives, as clear as he did Carl brushing his hands over Sandy's sides just to make her laugh while Frank held Lili's hand as she gave another vendor hell and hid the small smile he always had when she did. And the kids…

His Pumpkin would be tucked close to her parents while Ben dashed this way and that and bugged her every time he was close until the two were chasing each other and screaming all around the island. It would be everything his wife ever hoped for. Everything _he _hoped he could give her. The island was perfect.

And now it was burning. Land and sky.

The roar that was so much louder than any wave rattled the rubble all around Max. Rubble that used to be homes. Homes that were built by human hands and still looked that way from the outside, but one look at the stuff that was growing on the inside proved nothing human was still here.

And, for just a moment, humanity was the last thing on Max's mind as he looked up. A second ago the sky was full of alien fire and alien ships, but now there was just a ball of smoke and fire that rivaled the sun for a second. Smoke that almost seemed close enough to touch and so wrong since the three ships that had been up there flew between the stars.

Now one of them was falling, and the world froze as he wondered which one even as burning debris rained down all around. His hand just started doing the one thing he couldn't make his mouth and moved so he could toggle the radio when the smoke roiled again and two ships shot out of it. One was still a ball of light that was trailing smoke just like he'd seen it all those years ago.

The other proved that it was every bit as beautiful and dangerous as the woman who flew it through the debris of the pirate starship.

Max let out a cheer that was almost a howl that didn't have any words in it as he bounced up on aching knees and let his rifle spit fire of its own down the street. He ducked down just as fire came back, already knowing that two of his missed.

The third didn't, and the shriek he heard didn't belong on Earth any more than the shimmering blue light that erupted in the air not a couple of feet away from him. Xylene didn't even _look _at the rifle he spun her way as she dropped down next to him, her head already moving as she fingered her rifle. Her face was hidden behind her visor, but the twin tendrils that grew out of her head danced with excitement even in the black armor that stretched down from her helmet and covered them as she bounced up and opened fire.

Then she was back down and he saw a flash of her teeth through her faceplate in the muzzle flashes. "_You take me to all the best places_!"

"It's an old Earth rule," Max laughed as he watched her stand there even as shots came back, as stubborn and determined now as she was all those years ago in the jungle. "Don't go anywhere without a pretty girl."

If they weren't wearing helmets, he would have kissed her. He settled for reaching over and stroking the base of her tail just so she'd jump. "_Max_!" The alien woman laughed as someone else screamed. "_You almost made me miss!" _

"Never gonna happen," Max said, without a doubt in his mind as he let his hand slip from her tail to her bottom so he could give it a pinch. The touch made her jump and steadied him even with the black armor that kept him from feeling the warmth of her even as the last pirate kept up his fire.

Enough anyway that he dared look at his HUD again.

The island was only a few miles long, and most of it was the mountain and the hangar that the pirates carved into it. There were red dots everywhere. Red dots that were vanishing as fire came from the sky and the ships overhead opened up on where they were hiding with pinpoint strikes. Red dots he ignored as eyed the greens that were scattered on the other side of the island where Albright was leading them in, and the yellows of the Enforcers that were scattered around on this side before he found the single blue dot near the center of the village that was the reason that they were all here, and the only reason that they hadn't waited for the reinforcements that were still an hour out.

An hour Wheels didn't have.

She hadn't said a word, but her suit was screaming data at them now that Max's was close enough and it wasn't good. _All _of Wheels's vitals were redlined when they got close enough for a full link. They were barely any better now, even as they read her as unconscious, not asleep and that was a difference that was written all over her EKG, which spiked over and over again. A blink showed the ghost of her sitting up with her arms behind her back and her head down. Another showed the pressure that the suit felt against her wrists and ankles. A third that the room she was in was empty except for her. And the last…

The microphones built into her suit let him hear her groaning and more voices beyond that. Alien ones that were muffled and _panicked. " - almost through the last - !" _

" _\- we have to - " _

And then a third, that rumbled like the voice of _God as the first let out a strangled scream. _"_You will stay and fight to the __**end. **__For __**once **__in your misbegotten life you are __**serving **__the galaxy, Pirate, and you will serve it __**well." **_

There was a crash then. And then someone _broke. "No! No!" _And the sound of more plasma fire and _screams. _

Max cut the feed. "It's gone bad," he said, his voice low and hard on every frequency as he eyed the nest at the end of the road as best he could even as another Xenocite stuck his head up and filled the air with more fire. "Major! We have to _move!" _

"_Roger, Colonel!" _Albright said, his voice hard and flat and he must have forgotten to turn off the channel before he roared, "_Come on you apes! Do you want to live forever?" _

The words hit just as there was a flash of green light that lit up the world behind him and then a shadow flew over Max's head. One that was flying too low and fast for him to see more than a flash of the white and black it was wearing before the nest of concrete and bricks and Xenocites exploded and the thing circled back just as blue fire hit the alien from three different directions.

The alien barely had time to scream before it fell, but Max had all the time in the world as his chest went tight as the whole world sat on it. "_**Ben**__!" _

"_Max!" _Someone shouted behind him as he sprang out from behind his cover. He flipped his rifle to full auto and filled the air around his grandson's body with _fire _as he charged. More came back, and caught against the debris shrouded in purple light that sprang up in front of him as he ran.

"Stay here!" He shouted even as he swapped out his rifle's powerpack on the run and nailed a Xenocite right in the face just as it burst out from its cover. He hit the first one, but there were two more next to him that opened fire just as the cobblestones in front of him burned purple and were ripped out of the ground so they could catch all the fire coming his way. The ancient stone weighed hundreds of pounds and cracked under the onslaught, cracked but held. He heard the noise behind him of someone getting up, someone he couldn't believe had stayed where she was as long as she had and instinct made him thunder, "Pumpkin, stay _there!" _Even as he slid on his knees across the cobblestones to the alien that was all leathery wings even with its armor. Armor that was charred now as he flipped the Aerophibian over. His eyes searched for the wounds as the world went gray around him. Then a hand caught his shoulder and pulled him back.

"_It's not __**him, **__Max!" _Xylene got in his face and her voice hissed in his ears even as he tried shoved her away, "_It's not Ben! He's one of mine!"_

Max just stared through her visor, his heart in his ears and his mouth bitter before the words sank in and he looked again and didn't see that green hourglass shape _anywhere. _Then he hung his head and sucked in the air so fast that his suit barely kept up and warning lights flashed in the corner of his visor as she took care of her soldier.

Then her hand was back. Her hand and the thunder of her voice. "_Where is your __**head?!" **_

"Picturing you back on that beach," Max said with a ragged smile as he just looked at her. Her tendrils and her tail cutting through the air behind her and he made himself push the line further. "Out of that armor and sunning on one of those rocks."

He could just see her eyes through her visor, and they burned with the same purple light that surrounded stones that hovered around them. The same light his Pumpkin's did when she was casting, and the way that her tendrils moved almost looked like…

"_Stay here, Max," _Xylene said, her voice soft. "_Zren is just stunned, but he needs someone watching over him. Stay - " _

"_No." _The Aerophibian said before Max could. The word slurred in its mouth as the alien pushed himself up. "_I - I'll be okay, Magister. J - just give me my rifle and prop me up somewhere. The mission comes first, and I don't need a __**human**_ _babysitting me. Even Ultimos_ _won't lower himself..." _

The way he spat that word and used that name...

"_I was wrong, Max," _Xylene's eyes as they burned behind the glass of her visor as she glared down at the giant manta ray at their feet, who was rubbing his head and not paying them the slightest bit of attention. "_Galactic Enforcers have more in common with Plumbers than I thought. And you don't know the first __**thing**_ _about Ultimos, Zren." _

Or he didn't until Max reached over and brushed a hand over her shoulder. Then the alien went stiff, but he didn't care. The glare was _nothing _compared with what he heard in Avalon all those years ago and he'd survive. So would everyone else if he had anything to say about it. "_Defiant. _We have a man down here. I want you to turn the street in front of us to _glass _if anyone comes close."

"_Roger, Whiskey." _

Now everyone had a chance, especially when Xylene spat out a word that his translators didn't know but the manta ray _did _and hurled every stone that was still circling down the street. The screams were _almost _as loud as the crash, and all the louder with the silence that followed as the woman shoved herself up. "_Let's get it done." _

\- o - o - o - o - o -

Everything else on the island was built so that it could take the worst that the world threw at it. Even the most ramshackle building had stone walls and thick wooden doors and shutters that mostly survived a grenade and the unworldly fire inside when Max dove inside it for shelter.

The door in front of him looked like it came out of a museum and splintered the second he drove his boot into it. The room on the other side might have been an office once. Max could almost see where the desk used to be as he swept his rifle over it, and the window even though it was hidden under the same pale slime-like stuff that covered all the other walls inside this church.

The slime that must do _something. _He'd seen monitors and controls in the walls of the nave outside, but there wasn't any of that in here, it just watched over the woman in the middle of the room and the mystery fled from his head as he rushed over the moment he saw her. "Joan?!"

Only the readings from her suit proved that she was still alive. The short blond woman didn't even flinch at the sound of her name as she sat there with her head hanging down as she sat slumped over in the chair she'd been tied to and the alien devices around her hands and middle were the only thing that kept her in it. She was only steps away, steps Max crossed as fast as his grandson could so he could _see _her face.

He thought he was ready for anything. He'd seen so much already, friends who were murdered. Friends who were caught and beaten by people just like these, but nothing could have prepared him for the _thing _he saw clinging to her face when he got in front of her. A thing that seemed almost as big as her head and looked like nothing as much as a nightmare vision of a squid that clung to her head and covered the whole left side of her face. Its tentacles wrapped right around her head and throat, and he felt sick as he stared because her skin was an angry red everywhere they touched, but the worst part…

Worse than even the sickly green skin that was just starting to grow between those tentacles was the single angry red eye that glared at him. The one he stared back at now and he _knew. _He knew that the Xenocites weren't extradimensional. That they were just what they looked like. And he knew that he was too -

"No," the word burned in his mouth as he yanked off his helmet. Only experience kept him from grabbing the alien and made him reach for the medkit he'd carried with him since they left Avalon because the Boy Scout in him _knew _that they might be dealing with something more than what the simple kit built into their suits could deal with. Not that even his old scoutmaster would have expected _this, _he thought as he sucked in air that stunk like a beach after the tide went out of saltwater and rot with the too-sweet smell of sick on top of it that went all the way down his throat. "No, you hear me? I'm going to make you into calamari," he snarled as he fumbled with the scanner even as something slammed against the other side of the wall by the door.

Something that filled the air with a purple light before that vanished and Xylene followed him in. "_Max?" _She said, her voice coming from her suit as she swept the room with her rifle, a rifle that she slung across her back as she hurried over. "_How is - what the hell is that?!" _

"If you don't know…" Max grumbled as he fumbled with the scanner and eyed the air over his left forearm even as he felt her hand on his shoulder. There was a soft click and the whirl of machinery as her helmet melted into the rest of her suit, and he saw how wide and worried her eyes were even as she reached out for the thing with one gloved hand. Reached out but didn't touch. She didn't _dare, _not when that red eye went narrow and the tentacles drew tighter. Joan let out a shuddering gasp of a breath, but she still didn't open her eye and that was what made Max stop breathing even before the scanner let out a warning bleep that was just the wind up before the punch to the gut of its report;

**Parasitic Organism detected. DNA Corruption detected. Nervous system compromised. Vascular system compromised. Endocrine system compromised. **

Then the miracle machine did the one thing it _never _did. It went quiet. There wasn't any recommendation, no mix of the alien drugs and nanomachines that took up most of the bulk of the medkit. He'd seen the thing do _miracles _before, but now there was just one word that blinked like a taunt. **Working. **

"If your kit is better," Max almost growled as he stared at the woman he'd come to save who was still wearing the suit that should have protected her. He never realized how _young _she was until now. He'd barely even seen her without her helmet, but with her short cut hair that was dark with sweat wherever the tentacles weren't holding her...

She looked so small. Like one of his kids, her face damp with a fever.

"No," Xylene said, her voice a whisper or a prayer. "No, your kit is the same as mine. We didn't…"

So they didn't skimp. Not on that. Max wondered that on too many battlefields as he fought down the urge to brush his fingers through Wheels' hair just like he used to do for his Pumpkin when she had a fever because it always made _her _feel better. Only Gwen would turn to his hand. Wheels didn't. He didn't even know if she knew he was there.

And then a beep cut through him and the blond was back as Max's eyes shot down to the screen. **Recommend: Full Spectrum Treatment. Maximum Dose. Warning: 95% chance of total system failure. Proceed: Y/N? **

Those glowing words were Max's world as Xylene's voice twisted in shock and something like horror. "_Full? _I've never…"

Max just stared. He'd seen the nanites in action before. They'd gotten him out of traction a couple of summers ago in only a day or two, and fixed up his kids more times than they ever _knew, _but that was barely a Galvan sized dose. Maximum? The only thing he'd ever seen that came close to a Galvanic Mechamorph that crash landed and was dying, and the man who found it was still dealing with the aftermath. The man and his grandson, who'd just been a baby who got too close to something that would do _anything _to survive. "One dose. Just to start," he decided, his voice hollow as he worked the controls. The woman next to him just nodded and somehow looked pale.

The injector felt cold through Max's gloves, and Wheels didn't flinch as he pressed it against her bare neck and the thing hissed, but maybe the thing on her face did because that eye narrowed into a fiery glare. One that Max met as he waited.

Waited for too long. "Stupid, we should have - " Max started as he went back to the medkit's controls again just as Joan lifted her head and _screamed. _Purple light covered her as Max jolted away. "Joan?!"

Joan's eye was blank and her muscles were tight cords in her neck as her scream went on and on and he knew that if it wasn't for the goop holding her in place she'd be on the ground, but it was and she didn't _move. _She didn't, but the squid thing - the Xenocyte - on her face didn't have the help and its red eye was wide as it writhed on her face, every tentacle tight.

And then one pulled away. One of the six, and the second it did the scream _stopped _and Joan collapsed like someone hit the off switch. "Joan?!" Max shouted for the third time as the screen that hovered over his forearm flared red as the woman gasped for air and Xylene hissed.

"Stay away from - !"

And then another voice filled the room. One that was broken and quiet. "I won't!" One that Max _knew. _

"Joan?" He asked, his voice a whisper as his knee hit the hard floor like he was sliding into home in front of her. He touched her knee and her head shot up again, her right eye open wide and the blue of it flickering this way and that as tears ran down her face. "Joan, can you - ?"

"I won't!" she said again. "Baby, baby I - I - !" she said, the words tripping over each other as she pulled at the ropes holding her down.

Max heard the warning sound his suit made as it echoed her vitals. He didn't even glance at the readouts that were splashed over the screen on his left forearm, he didn't need to. Not when she threw her head back and screamed as every muscle in her neck stood out like piano wire. "Joan!" he shouted as he pushed through the shield and grabbed the woman's shoulders. The tentacle that had pulled free brushed at his hand and he didn't _care. _"Joan, can you - ?!"

"She's not listening, Max!" Xylene shouted as her hands caught his arms. Hands that were always so much stronger than anything that looked that delicate could be. Hands he ignored as he tried to will the woman in front of him back as the alien medicine and machines fought the _thing _on her face.

Then, like someone cut her strings, the woman just slumped down, her head rolling as the free tentacle found her face again. Max caught his breath and waited for the warning whine that she'd flatlined - that he'd _killed_ her - but it never came.

Another noise did. One that barely sounded human as the parasite on her tightened its grip and she lifted her head again, the move jerking and uncertain. "W - w - wh - where?" A croaking voice that used Wheels's lungs and mouth but Max knew wasn't hers even before the eye on the parasite caught his and glared. "W - where is the abom - abom - where is the abomina - ?"

Then the woman's body went tense again, not that the noise she made was any closer to human as Wheels gasped out, "No! No! N - "

Max saw her slump then, her head falling again even before he realized he heard the injector built into the neck of her suit hiss and he bounced forward so he could catch her before he caught himself. "I had to," Xylene said, her voice thick with shock and her finger still on the control built into the left forearm of her suit as she stared at the woman in front of them. She still had the codes to Joan's, some part of him realized as he stared at her. He _gave _them to her. "It was going to kill her, Max. That thing… I had to…"

Max felt dumb as he nodded just as the woman in the chair let out a soft snore, and dumber as realized. "A full dose. If one did that…" He reached for the med-kit so he could recharge his injector. She was almost _free. _

"That's enough, Colonel_," _Albright said, his voice filling the room. A voice filled the room and was as hard as granite, but not hard enough that it hid the worry.

"But…" Max tried as he stared at the woman he barely knew even though they'd served together for _months_.

Albright's voice was gentle, but there wasn't hiding any of the strength in his grip as his hand found Max's shoulder. "She's on my team, Colonel. _Max. _She's my responsibility. Let me take her home. The _Defiant _can get her back to Avalon in just a few minutes, and the doctors there can take better care of her than we can here and you know it."

Max felt the medkit in his hand, the weight of it, the promise of it. One injection and he'd keep his promise.

Or he'd kill her because he didn't know any -

"No," Max said as he stared at the woman and saw _red _as he pushed himself up because _he _didn't know, but there was a room full of people on the other side who _did_. He stormed out the door even as two voices called after him. Voices he ignored as he stepped back into the main room of the desecrated church. Everything that should have been there was _gone. _Gone and replaced by machines and tech and ooze that didn't belong on this world. Stuff that covered even the stained glass windows. Stuff that was burned and broken by alien fire and only some of it was _theirs. _

It was almost as burned and broken as the handful of pirates that they'd found here. Pirates that the handful of Plumbers and Galactic Enforcers who weren't out securing the rest of the island were watching over and treating. None of the aliens were Xenocites, and none looked big enough for the voice he'd heard on the radio.

They were just the mix of species that pirates always were. Five of them survived in all, most suffering from the plasma burns that came with their line of work, but one… One that looked like a giant praying mantis with a couple more legs and a charcoal dark skin didn't have more than a cracked carapace.

It looked so fragile as he crossed the distance, but nowhere near as much as the woman he'd left in that office, her hair soaked with sweat with a baby waiting at home and a _thing _on her face. The slaver made pathetic little clicking sounds as the Plumber waved the injector over the crack and foam sprayed out. "How is he, Corporal?"

Dying, he hoped the man would say. Dying like the woman in the room behind him, like Armstrong and everyone on the moon over their heads. Like so many had already. It would be _easier _if he was. The alien sure sounded like it was as it moaned and the look that the boy gave it - God he barely looked twenty. Max couldn't remember ever being that young - was one of disgust. "He'll be _fine, _Colonel_._"

"Good," Max said with a quick, sharp nod. Then his hand blurred as he caught the alien by its thin neck and yanked it to its feet. "Talk."

"Sir!" The boy shouted as he jumped to his own.

"Stand down, Corporal," Max said the words that were a magic spell in the army in a voice that sounded so far away even as the alien shrieked. Its arms were handcuffed behind it's back, and its six legs scrambled at the ground and kicked at Max, but none of it got through the suit. "I'll take full responsibility."

"_Can't_!" The alien cried out, its mandibles clicking in panic and the bugs in his head buzzed as they turned what he said into broken English because even translator Microbes weren't perfect. Max wondered how hard he'd have to squeeze before that sound went away. "_Can't! Surrendered! Enfor - !"_

Not all that hard at all, it turned out.

Its mandibles bit at the air when he made himself relax his grip just a little as they got back to the door and all the fight went out of the alien because it _knew. _ "_N - no! Not my fault! Not my fault! Boss - Boss had big idea! Tired of ships and stations, so we come here! We take! Here and other places! This one bad but last! Last! We wanted to go, but he said no!" _

"Where's this boss?"

The thing let out a kenning wail at that. "_Don't know. Don't know. Gone. Gone when you come. Used Rings." _

Max sucked in a breath at that as he followed the move the alien made with all its arms to the corner of the room and the rings he hadn't even _seen _that were set into the floor. They had a _teleporter! _One that was burned black now so no one could follow. He sucked in a breath and jammed his chin down on the radio control. "Avalon? We have a runner! Have any ships left the atmosphere in the last twenty minutes?"

The world was quiet after that. Quiet enough that Max wondered if Albright was reporting this. He wondered if he'd be in handcuffs, too, soon. Wondered and didn't care. Not now. "_Affirmative, Colonel. We scrambled but one made the jump just a few minutes ago." _

Max stood there, his mind racing and body still even as the alien in his hand was anything but. "_Traitor! Traitor! Boss traitor! Blood Pack hunt across the - !" _

"Don't promise more than you can deliver." Max growled as his mind raced. They'd still taken the base. He told himself that over and over. The last if the scum he was holding up was telling the truth, but the boss got away. If the Pirate was right then Wheels…

No.

Every eye was on them as the alien's voice shattered and died as he dragged it across the room and into the little room. Max didn't see the shock on Xylene's face or the way Albright jumped in his suit and the man's voice sounded so far away as he asked, "_Colonel?" _

No, he just saw the woman that the two were working on. The woman that they were trying to make _comfortable_. His hand shook as he pointed at the thing on Wheel's face. "And what about _that? _What's that?"

The alien froze as he stared with every eye at the squid _thing _on Wheel's head. "_B - boss had it. Brought it. Kept locals in line. Made them loyal. Made __**everyone**_ _loyal." _And the way he said that...

"How do I get it off?!"

"_Don't know,"_ the thing whimpered its whole body tense. "_Don't know. Left if we knew." _

Max stood there and tried to breathe as he stared at Joan and he saw one of the tentacles move. It pulled at her skin and left little strands of _something _behind as it stroked her short hair before it settled in just behind her ear and she _shuddered _at the touch.

"If you don't know…" Max said as he stared and tasted bile, but that was all. He should have felt sick as he threw the alien back into the main room. He heard the thing scream again and all the other pirates join in or try to hide even as he brought his left hand up and made a fist. The alien flinched and let out a hissing whine that matched the sound that the laser that was hidden in his wrist of his suit made as it powered up.

_He _should have been screaming, too. Max knew it, but he wasn't. He couldn't remember ever feeling so calm as he waited for the full charge, the kind that melted through armor plating. Not since that crazy summer started. And then when that ended, when he was finally sure they wouldn't lead all the bad guys home, there was just the panic where the months flew by as he looked for a teacher for his Pumpkin and a way to get that watch off of his Sport and not in the last when he gave up _everything _just to keep them _out_. Just so they could be _kids. _

Kids like the woman in the chair and her daughter at home and carefree like his Starshine...

Calm. He marveled at the feeling and held it close as it filled his voice. "If you don't know, then maybe one of your friends does. Maybe they just need some - "

"Max."

Max jolted when he heard Xylene say his name, and he spun around. He didn't let the alien go, and he didn't move his left wrist at _all. _She didn't try to stop him. She didn't even move. For once the twin tentacles that grew out of her head and her tail were still as she watched him with all three eyes. Sad, worried eyes. Purple eyes that he lost himself in more often than he could ever admit. Eyes he stared into now.

"This isn't you, Max," she said, her voice still soft as more Plumbers and Enforcers circled them.

And he almost _laughed. _"I've been a lot of things, Magister," he croaked out, not moving an inch. More things than even he could keep track of. Son, brother, soldier, pilot, astronaut, Plumber, husband, father, uncle, grandfather, hero. So many things. More than he could ever live up to and that didn't matter. Not as long as his little girl had that _thing _on her.

"Co - " Albright started, but he stopped when Xylene held up her hand.

"Everyone _out," _she ordered, her voice hard enough that it didn't matter that she didn't raise it. It was all she needed. Even the Plumbers obeyed her. All but Albright, who stood there like a mountain behind her. Max saw her face twist at that, but her eyes never left his. "What would Ben and Gwen say?"

Max shuddered at the names. His Grandchildren were _heroes. _They'd _never…_

That thought stopped him a year ago when he'd had Animo unconscious and dead in his sights. It stopped him even though he _knew _the madman would never keep his mouth shut when the rest of the Plumbers came to take him away and he hadn't. It took Jim all of a _day _before he found out, before his grandkids got dragged into all of this. If he'd just pulled the trigger back then on _one _monster…

"What would Helen? Or Manny?" he snapped right back and the alien at his feet jumped and curled up at his tone as Albright winced behind Xylene, who didn't even flinch. "How many families did this _thing _destroy already?"

"_Didn't_!" The thing whimpered. "_Didn't_!" He saw Albright reach for the pistol at his side. The one with a stun setting. The stun setting his laser didn't have, but it would make one hell of a show. "_Amends! Will make amends! Will change!" _

More promises that would never be kept_. _Max saw the world tunnel as he tightened his grip. The grip that would set off the laser with just a little more pressure. They'd taken the prisoners with them, but they'd still hear and maybe one would _talk. _

One would be enough.

"What about your Starshine?" Xylene asked, her voice so soft. "What about Verdona?"

Max just froze at hearing her say that name. Some part of him wondered how she knew it. He'd never _told _her. He never had the guts, even if he did tell her why he never could share a bunk with her again. Xylene barely understood the idea of a wife, but he did. Another difference. Another temptation. Another promise he'd…

He wouldn't break this one. He wouldn't let another woman down. He _couldn't. _His hand tightened around the trigger...

_Max, _the memory of his wife's voice echoed in his ears before he could pull it. One he hadn't heard since he buried their grandson. One that wasn't the least bit angry, just sad, and he could never stand hearing his Starshine sad, even if it seemed like that was all he ever made her.

He didn't even know he'd let his hand drop until a purple light engulfed the alien. A purple light he spun away from as he stormed out of the church and left them all behind.

\- o - o - o - o - o -

The waves never stopped coming, and Max couldn't take his eyes off of them. Not as he heard the work going on behind him, the prisoners who were led away and the mix of Plumbers and Enforcers who still searched for the survivors, or as he heard the endless chatter on the radio until he turned it off. Some part of him waited for the runner, but Albright must have warned off the rest of the Plumbers because he was a good man and a better officer, and as for the Enforcers…

"Max," he heard a voice call just as the _Defiant _found the sky again. It didn't make a sound when it did, there were just the lights as its drive kicked back on. The same lights he still saw in too many nightmares, but for once it wasn't Chris's voice calling out to him as he sat there on the edge of the cliff and stared at it.

And it wasn't his old friend who sat down next to him close enough that she could have touched him with her hand or her tentacle, but she didn't. Xylene didn't say another word, she just stared out at the ocean with him. An ocean that was red with the setting sun and caught the last light from the _Defiant_ before it disappeared.

There was just the sound of the waves until Max finally opened his mouth. "This is why I don't want them here. We don't win." The words came out, but he still didn't look at her or the ruined village and ruined lives behind them. He didn't have to, not when he could still smell the smoke.

"We won today," Xylene said, her voice soft and worried. Max just snorted, but he didn't pull his hand away when she took it. "The Blood Pack is done after this, Max. We couldn't get the prisoners to _stop _talking and I've already sent the report. Ultimos, Synaptak and Tini all agreed. They're the priority now. They'll be gone in a month and if we find any more of those _things…_"

"There'll be others." Max said, and he knew it down to his _bones. _Or the same ones, even Ben made jokes about that during the first summer. Jokes that stopped being funny after they'd run into Animo for the fourth time, and even thinking about the mad scientist again…

Max felt his shoulders slump.

Xylene made a noise at that. Not a snort, even alien women didn't do that, but it was close as she pulled a leg up and caught the edge of the cliff with her three-toed foot and she looked so _tired _for a second. He knew that she was older than he was. He still remembered how she laughed when they worked out their ages and cooed that her partner was a hatchling, but this was the first time she looked it. For a moment anyway, before she put her head on her knee and looked at him. "There will be more of us, too, Max." He laughed at that. Laughed and shook his head and she made a face. "If you're worried about today…"

But he wasn't. He _should _be - there were lines and he crossed them today even if he didn't pull the trigger - but he wasn't. Jim wouldn't _care _and the Enforcers…

They didn't expect anything better from humans. None of them but her, and she wouldn't report him. She _should_, but she wouldn't. Her hand squeezed his, and he wished that they weren't wearing gloves. That they weren't wearing _anything _as his eyes fell to the beach at the edge of the island. The slip of sand and boulders. "You really would look good sunning on those rocks."

"Flatterer," Xylene hummed at him. A hum that he felt as she turned his head with a brush of her powers and kissed him, full and hard on the before she broke away and asked, "What are you _doing _here, Max? You're too old for this. You should be off telling tales somewhere and inspiring the hatchlings and me."

"I always thought," Max said as he turned back to the ocean and watched the waves again. Waves that would wear down even the hard rock of this island one day. "I always thought that if I was the soldier then maybe…"

Maybe his kids could be something more. His kids and Grandkids. "They couldn't do it. Ben and Gwen. They couldn't do _this. _They couldn't just walk away from here even if we did win." And it was a win, he knew it was. She was right, if the Enforcers were involved then the Blood Pack and their new boss really were done. They were already done on this world. There were still the stragglers and the cleanup - there always _was - _but he'd done his job and his duty. He'd _won. _

It just didn't feel like it, even if he could go home now. "They couldn't walk away, not like we are. Whole towns are gone and we're just… They couldn't do it."

There weren't any promises about how they'd find the missing people. The woman next to him knew better than that, there was just the warm weight as she put her head on his shoulder and sighed, "I know."

"Jim doesn't," Max said and he felt so tired. "If he had his way..." Or worse, he _would _and he would use it against _them. _Keep them on the field until they wore down to nothing, the missions as endless as the waves. Max could see it so easily. Them in this uniform…

That was the only thing that still kept him up at night. They should be _more. _

Xylene's laugh cut through him, and he pulled away when he heard it even as it turned into something else. "I'm sorry," the woman said as she turned away. "I'm sorry I brought all of this down on you."

Max just stared at the back of her head and the tendrils that clung so tight around her. "I think that you have that backward. _I _was the one who dragged you - "

"Not today, Max," the woman said. The one who spent a _century _fighting the worst that this galaxy had to offer and didn't even blink or flinch, but she flinched now. "For bringing the Omnitrix _here_. If I hadn't…"

He reached out for her back. "Don't blame yourself for _that. _If Vilgax - " Max started and stopped as she jumped at his touch.

"He chased me here, but he wasn't the reason…" Xylene started, and there wasn't any light in her eyes at all as she turned. "I didn't bring the Omnitrix here because of _him. _I brought it here because… Because after Ultimos told me about it, about what it could _do, _what it could _be…" _Eyes that vanished as she closed them tight. "All I could think about was what it could do in the hands of a good person, the best one I've ever known, and when he said that its creator wanted it back so he could _destroy _it…"

"A good…" Max's hand dropped as he stared. Her twin tendrils hung limply from her head and her tail was on the ground, vulnerable in a way she never was, in the way a Magister in the Galactic Enforcers _couldn't _be, but it was her eyes that showed all the guilt she must have been holding since she found out her probe _missed_. Neither of them knew how, but it didn't matter. There wasn't anything that they could do about it now.

And just seeing her like this…. And after what he'd almost _done. _A good person...

"A better one got it." Ben would _never _go as far as he almost did. Max knew that down to his bones.

"Impossible," the woman said as she finally met his eyes again with a challenge in hers. A challenge and a hint of _something. _"Ben's too much like _you. _They both are." That made Max close his eyes, and they stayed that way until he felt the hands catch around the back of his neck. When he opened them again he saw her smile as she settled into his lap, her fangs sharp under the tiny scales of her lips as they stretched in a grin. "But the _idea _that _anyone _could make those two do _anything_ that they didn't want to? Please, Max. I could barely get them to listen when we had to save _you, _and they wanted that more than anything."

"Wrangling cats, those two," Max agreed with something like a laugh as he reached over and cupped her bottom.

Her hand found his again and squeezed it even as she wrapped a tentacle around him for the hug only she could give. "Just like you."

Max felt his back go stiff at the words. "They're nothing like me. They're _heroes." _

"They're _just_ like you, you stupid ape," Xylene said with a laugh as she leaned over. A sad laugh. "You've just been here for too long. I could use your help for one last favor and after that… We've spent enough time protecting this galaxy. Let's go _see _some of it. I don't even care what. The Gardens of Alder, or the plasma storms around what's left of Betelgeuse, or we could even spend the rest of our lives hunting for Anodites if that's what you want to do. I don't care..."

"You'd spend the rest of your life looking for the mermaids of space?" Max asked with a laugh, only mermaids were _real. _He knew. He'd seen one once in a museum. Or as much of it as he could when Ben and Gwen had their faces pressed against the glass. Enough that he could see the stitches that held together the halves of the poor dried out thing.

Xylene went quiet at that, and her usual frown finally melted away, and she looked so _young_. "Perhaps not my _whole _life, but if I was doing it with you…" There was so much hope in that look and those words. Hope that _died _as she hung her head. "I don't blame you for hating me, Max. Not after - "

Max heard the pain in those words. Words he couldn't meet with anything but a kiss. One that caught her surprise before she just kissed him back. Then there was just the feel of her in his arms until they finally broke apart. "Never," Max swore as he looked her right in the eye. Eyes that were alien from the color to the slit of her irises, but it didn't matter. Not when they had the same look that he'd seen before in another woman, the _only _other woman. The one he'd promised his life and his heart to and who time stole away. He hoped she could forgive him now. "The kids still need me," he said because it was true, even if he could go home now, even if he'd done his duty as a soldier he'd still have to report in. There would be more crises. More calls he'd have to make.

And that was just being a Plumber. That wasn't anything compared to being their dad and Grandpa. He'd missed too many tournaments and competitions, too many birthdays and games and proms, too many first dates. and the kids were almost teenagers now. They'd need him more than ever for the next few years but after that…

He saw the hurt in those purple eyes, a hurt that didn't go away even when she closed them, and that was gone when he caught her lips with his. "But they won't be kids forever, and they'd love to see you again this summer if you can swing by again after you've done your favor."

If they meant it when they said that they still wanted to go. If they could forgive him for being gone so long. One more summer. A _normal _one this time, too. if he had his way.

She hummed into his lips as her arms and tentacles circled him and held him tight until she broke away and whispered in his ear, her breath as hot as her words. "_Just _the kids?"

"No," Max answered and there was so much more that he wanted to say. Things like the kids needed him now, but they'd be eighteen soon. Adults. They'd always need him after just like he'd need them, but maybe…

But he didn't say it. He didn't make that promise. He learned his lesson. He just kissed her again under the light of the setting sun.


	30. Gossip, Lies, and the Truth

**Chapter 30: Gossip, Lies, and the Truth at the Heart of It All**

_Angelwood Academy_

_Bellwood, California_

_9:23 am, September 1st, 1999_

Michelle knew that the real world wasn't anything like growing up on military bases. She'd heard enough stories from the people who didn't spend their whole lives on them. Stories that usually came with a sigh and a kiss pressed into her forehead about how insulated her existence was, and that was just from her mama.

But she wasn't stupid. Some of that was just from growing up as the daughter of an Army officer, too. Still, Michelle was always around other kids whose lives were like hers. And when you grew up worrying that your dad (or mom) might not ever come back home from their next deployment, it kept things locked in perspective. For all that she and the other kids on base might squabble and fight, they were the same in the ways that mattered. So she never really _got_ the whole experience that came with going to civilian schools.

She certainly heard enough about how people treated each other from the girls that did and on the television whenever she turned it on, but she never believed it. Not when the base _ran _on rumors. There were _always _whispers about deployments and promotions, about who was in the dog house and who was the new golden boy, and who was coming and going. It seemed like someone was _always _going.

And too many who never came back...

So finding the truth hiding in it all was a skill that they all picked up because the adults wouldn't say anything until the moving vans were waiting in the driveway if they were _lucky._

She wasn't. She hadn't heard a _word _about the move before they were flying off to California. Not when the rest of the base was just in _shock _at how many flags were flying at half-mast after the '_Police Action.' _Not when she'd spend three days trying to keep her little brothers distracted while her mom did all the things that the base women did and jumping anytime anyone knocked on the front door. Then her father walked through it with his arm in a sling, a look in his eyes that still hadn't gone away, and the words "I've been transferred" on his lips.

A look she shared when she woke up on a different _continent _and found herself shoved in a _school uniform_ along with her brothers as she was being dragged to a private academy on the first day of school. They hadn't even finished unpacking everything yet, for crying out loud!

A word of warning. A whisper of gossip. That would have helped _so _much.

Almost as much as the crazy redhead named Gwen Tennyson came storming into the principal's office and her life that first morning before class even started. A class that taught her _so _much and none of it was about speaking French.

She'd been dragged into enemy territory, and Gwen was her buddy in the foxhole. And Gwen? Was public enemy number one among the Popular Girls. She got a taste of it when _Marci_ and her two hangers-on tried to yank Michelle away from Gwen, and suddenly all the warnings that the older girls on base had given to her about managing civilian relationships made so much more sense. Michelle didn't know why on that first day, but she saw the haunted look in Gwen's face when she expected Michelle to walk away from her. Like everyone else had, Michelle realized. And it took her a whole _day _to find out why.

_Gossip,_ one of the older girls on base who'd spent time in civilian schools had told her when she'd been younger with a scowl, _It's not the same as it is here. It's not about anything that __**matters. **__It's just empty rumors that get started by girls to bring other girls down because they're jealous or they're angry, or they just want them to hurt for it and it should be taken outside and shot. _

That was all the warning she got, and her second day hadn't even started when she found out just how true it was.

She barely got her locker open and was just reaching for the headscarf her mama had made her wear because of how windy it was. She was new and all, but Michelle wondered if the two girls next to her would have kept talking if they recognized her.

"Hey, did you hear?" The first one asked in a not-so-quiet whisper from just a few paces away. "About the Teacher's Pet?"

"Gwen?" The second said, and Michelle's ears pricked up. Her locker door was open and her head and shoulders were hidden behind it, and she froze and waited to see if they'd keep talking. They did. "No, what did she do now? Bring doughnuts for all the teachers because she's so _happy _that she can show off for them again?"

The first girl snorted a little. "No, but I wouldn't put it past her to try doing that for teacher appreciation day. Blair told me that she has a new _friend_ to boss around. Some girl from Europe."

"Oh, that's not good." The second girl scoffed. "What if she goes back home? That girl will tell everyone over there that American women are bossy little babies, and then I'll _never_ be able to meet Prince Harry and marry him!"

"Harry?!" The first girl sputtered indignantly? "But he's _ginger!_ Why don't you just go after Prince William?"

"Oh, please. Like I'd stand a chance with him." The second must have been rolling her eyes. So was Michelle, as she finished putting her now-covered textbooks into the locker and took the ones back she'd need for their morning classes. "Not with Little Miss Perfect around. Gwen's got her nose so far in the air that he'd be sniffing around her in minutes!"

That got a gasp and a giggle before the first said something that made Michelle jump just a little. "So _that's _who her secret boyfriend is! She's been dating the Prince all this time! Who else would she think is good enough for her _majesty_?"

"Please! I bet he likes _girls, _not sad little nerds who like to pretend that they're boys. I saw her at Karate when I went to yoga early the other day. It was so pathetic, seeing her wishing that she was one of _them_." The first made an awkward snort at the picture and the two slipped into giggles.

Giggles that the first warning bell barely covered when it rang and Michelle slammed her locker shut. Slinging her thin book bag over her shoulder, she looked to the pair of girls who jumped and spun around at the noise so they could give her blank stares. Stares she met with the unimpressed glare she'd seen the Colonel give too many people as she took off her headscarf and tucked it in the side pocket of her bag and then walked past them without saying a word. A walk that turned into a stomp the rest of the way to homeroom.

One she barely caught before she slipped into her seat next to Gwen, who looked up from the palm-sized book she'd been reading intensely and smiled for all of a second before she caught the stormy look on her face. "Michelle? What happened?" Gwen asked as worry flooded those emerald eyes.

"Nothing," Michelle said, shaking off the thunderclouds in her mind and going with the easy answer. "Just girls gossiping about which guys they like that they'll never be able to bag."

"Oh," Gwen said as she scrunched her nose, closed the small book and tucked it away. "I don't pay any attention to that stuff. It doesn't mean anything."

Michelle relaxed a little at that. This was _her _home ground and Gwen probably had the right of it. And no matter what anyone else said, she knew enough about this red-haired girl with the bright green eyes to know that she was honest and real. And too _nice _to ever lie, much less get in a fight with anyone. Karate and a secret boyfriend! Not even the craziest stories she heard about the aliens ever went so far off base. "Yeah, you're right," Michelle agreed and exhaled as the second bell rang as she shoved the whole silly thought away, "and even if you're not I'd hate it if you went all Daniel-San on me for listening to them."

The words were a _joke _until she heard the redhead suck in a breath and she saw her head shoot up and the rest of her just went _still. _Still in a way that looked so familiar, so much like how the _Colonel _did when he was surprised. "Crazy Girl?" Michelle asked, the words just coming to her like they had yesterday and they still fit just as well as she looked at the girl who was a good two inches shorter than her and moved like a…

No, not a _dancer. _"How…" Gwen started before she ducked her head and worried at the pen in her hand. "They told you about that?"

"You mean - ?" Michelle started before she felt her mouth drop as she realized just _why _the girl couldn't go shopping. "I thought you meant you had _dance _practice yesterday!" Or soccer or anything but _karate_ as she tried to picture the skinny thing sitting next to her squaring off with _anyone. _It should have been funny and it _almost_ was, but there was something in the way the other girl's eyes went to the door as the rest of their class drifted in. The same something that she'd seen in the Colonel's face anytime they went _anywhere… _

Especially when those green eyes narrow and Michelle's followed just in time to see the three who were standing in the door. She met Marci's eyes and the blond just _glared _before her nose touched the sky as they went by. "You can kick _butt _and they're still bugging you?" Gwen just shrugged at that whispered question. "And I'm calling _you _crazy?! Why didn't you just say so?"

"It's…" Gwen started as she dropped her voice, but she didn't look _ashamed _as she looked over for just a moment before her eyes dropped back down to her notebook. Just determined as her face twisted in a scowl and she said the words that she must have heard hundreds of times before. "It's not what ladies _do." _

It wasn't the words that made Michelle frown, not entirely. Just the memory of too many fancy dinners with too many bigwigs where she just had to sit in a dress that was too much and a smile she had to wear until her face _ached _while the Colonel went on and on. "So what? Being a lady is _boring," _

That one made her new friend let out a noise that not even the Crazy thing couldn't even pretend wasn't a laugh and Michelle grinned at the sound. She grinned even as she wondered...

No, Karate was one thing, but a secret _boyfriend? _Nah. It was a fun thing to tease about, but even meeting the Prince seemed more realistic than _that._

\- o - o - o - o - o -

_Angelwood Academy_

_Bellwood, California_

_Thursday, October 21st, 1999_

_2:49 pm_

A month and change later, Michelle was finally feeling like she had found her bearings at school. She knew who was trouble, who preferred to keep to themselves because they were shy or withdrawn, and who was halfway decent. And that didn't even count the boys because _why? _

The broader and more comprehensive things to look out for were the harpies at school, who were led by Gwen's _friend_ Marci. Gwen didn't like to talk about them. At all. Michelle took that as the warning sign it surely was, and figured out other details. Gwen didn't go anywhere that she could be cornered. _Everyone_ seemed to have an opinion about Crazy Girl, and there was always one girl or another who would bring up the text messages from the end of the year and the 'boyfriend' who sent them.

The one that nobody had ever seen and the one _everyone _talked about. A boyfriend who somehow would reach out and have entire conversations via text with her in the middle of the day. During class, too. Even Mrs. Adams, even though she had the eyes of a hawk and that was what started all the drama to begin with. A boy that, privately, Gwen blushed madly over and insisted was just her _doofus_ of a cousin who had more rocks in his head than common sense. Michelle believed her and said as much.

No, really, she did!

Still, that never stopped her from wondering. Especially when Marci kept poking at Gwen about it, but always in snide, sidewards ways that helped Michelle to redefine the word 'catty' in her mental dictionary. Michelle would have preferred a straight fight with kicking and hair-pulling and slapping, but Marci did her work with words and gossip, and that Michelle had less armor against. There was one thing that definitely worked to get under Marci's skin, though.

Michelle didn't scare off, and the blond-haired bully _hated_ it. She hated that Gwen Tennyson had someone backing her in her corner and that nothing she said knocked her loose from it.

She should have known that she'd be next.

It was the end of the day and Gwen was actually _excited_ for once, in the way that she didn't have to fake. Their class was going on a field trip tomorrow, and they were chartering an entire Greyhound bus to do it. The First Contact Museum out in Washington was sending around a traveling exhibit, and they were getting to go down to Sacramento to see it. The Lebanese-American would have been lying if she'd said she wasn't looking forward to it a little bit; a day off from school? The chance to see something interesting? The only downside in her mind was being stuck on a bus with _everyone else_ for the hours it'd take to get there, and the hours to get back. But she'd be sitting with Gwen at least, and assuming that she could keep her friend from spending all of her time with her face buried either in a book, that journal she loved to read, or her _phone,_ the time should pass quickly enough. She just had a permission slip to take to the office; the one that the Colonel had been too busy to sign and her mama kept forgetting about it as she tried to turn a thousand packed boxes back into a home.

"Don't take too long," Gwen said, waving goodbye. "My mother and I will be waiting out front, but we'll have to pull into regular parking. You remember what her minivan looks like?"

"And her license plate number, Crazy, you can relax." Michelle fought off the urge to roll her eyes. "I'll be right behind you."

"Okay, if you're sure." Gwen hefted her bag, smiled, and waved as she walked down the hallway that led to the front entrance and the drive-thru lane. "See you soon!"

Michelle slipped into the office, greeted the school secretary, and handed over the permission slip. The principal was there and gave her a wave, and Michelle gestured to the note that would allow her to go tomorrow, and the woman smiled and nodded. Message received. She was set.

Heck, aside from having to wear the school uniform tomorrow, it was almost going to be like a vacation. Those pleasant thoughts lasted until she stepped outside of the office and made for the doors, stopping when she heard girlish giggling and loud whispers from the connecting hallway just before the exit. More girls gossiping and spreading rumors, and…

"Can you imagine how _insufferable_ the Teacher's Pet is going to be tomorrow on the trip?" The first said, a little louder than before, and Michelle froze up and stopped before passing into their line of sight. She pressed herself against the wall and inched closer, waiting for them to keep talking. And they did.

"Don't forget about her little '_friend'_, either." The second scoffed. Michelle thought she recognized the voice, but she was still memorizing names. If she could see the girls' faces she could probably figure it out though. "Not that I expected much from a girl who was raised on an army base, but she just doesn't get it. There's a _reason_ we don't put up with Tennyson."

"I guess the Teacher's Pet finally decided that she wanted a pet of her own." The first giggled, and they both laughed at that while Michelle's hands tightened into fists.

"God, did you _see_ her little puppy at lunch today while they were running to the library?" The second girl asked in mock outrage. "It's so sad that she doesn't have a tail she can wag."

"I know! At least her boyfriend has enough shame to keep his head down, but Michelle might as well let Gwen lead her around the school by a leash!"

Well, that tore it. Michelle let her flats hit the floor harder than they needed to as she took two steps and rounded the corner. "A leash?" She asked with a grin that she'd seen on a few of the soldier's faces, one that got more rictus as the two spun around and went pale. "The Colonel never needed anything that long. He said he just needed a shoelace and a pencil to shut people up." And now that she saw their hair she recognized them. Nadia and Kira, even if she couldn't remember which was which. They weren't part of the Trouble Trio of Marci, Blair, and Olivia, but they were chomping at the bit to take the top spot among the Populars. They weren't the same kind of threat as Gwen's bully, but Michelle always kept an eye on them anyway just because of that.

Crazy. She was in school and she was building what her dad would have called _threat assessments_ in the field.

"Oh, hi. We were...um…"

"We didn't mean it!" The first girl - the one with black hair - blurted out, huffing a little and trying to pretend that she was offended at what her friend had said. "Nadia was just getting carried away."

"I'm sure you were," Michelle said as she folded her arms. "I also see you don't feel the need to apologize." She tapped her foot after that as the two sputtered, then pointedly looked down at the top of it. Her Mary Janes didn't have laces, but she knew that they got the message anyway when she looked up again and the two were _pale_ even before she asked in a sickly sweet voice, "Maybe you two are the ones who need leashes?"

Kira squeaked and went even whiter before she went running off as Nadia gave her a look of disgust and huffed before storming by with her nose pointed up in the air.

"Bitches," Michelle whispered under her breath. She waited until they disappeared around a corner, took a deep breath, and then headed outside.

The sky was gray and overcast, but it wasn't raining. She slid through the rows of idling cars and the two buses that still hadn't left yet, and made her way into the parking lot. She spotted the light blue minivan that Gwen's mom drove and turned towards it even before Gwen opened up the side door and stuck her head out, waving an arm furiously. It was enough to make Michelle sigh and shake her head as she kept walking towards them.

Which made Crazy Girl stop, blink, and then frown as Michelle climbed in beside her in the middle seat of the van and pulled the door shut. "Something wrong?"

Michelle mustered a laugh she wasn't quite feeling and shook her head. "Nah. I'm just not liking the look of this sky. I thought California was supposed to be sunny all the time. Somebody lied to me in all those travel brochures."

Gwen's mom laughed a little at that. "So, did you two have a good day at school?"

"Good enough," Michelle answered her, clicking her belt buckle into place. "But I'm looking forward to tomorrow."

"Me too." Gwen grinned, though with a little wrinkle in her forehead that let Michelle know Gwen wasn't done picking away at whatever she'd seen in her face. "And my dad even gave me some money in case they have a gift shop. He said he wants something ugly he can hang on his wall at work to beat all the stuffed fishes the other lawyers like collecting."

"Honestly." Lili Tennyson sighed, putting the van into reverse and looking over her shoulder as she backed up. "Gwen, do me a favor and get him something tasteful. Like a coffee mug?"

"But _mom,_ dad said…"

"I have an idea." Michelle blurted out, cutting off the argument. It was cute to see Gwen and her mom face off, they were both stubborn and she could see _exactly_ where Gwen got it from. "Why not get him a keychain thing?" Gwen blinked at her in confusion and Michelle went on. "You know, like a little plastic alien figurine that he can attach to a keychain? That way, he'll always be staring at it any time he drives."

"Ooh." Gwen's eyes lit up. "He might just attach it to his briefcase, though. And I better get _two _before the Doofus steals it for his backpack!"

"I can see it now, your father walking into a courtroom with an alien keychain dangling from that black briefcase of his…" Mrs. Tennyson huffed as Michelle frowned at the last. A look that vanished by the time the woman pulled them out of the parking lot and a second before either of the Tennysons could catch her. "Michelle, you're a horrible influence, you know that?" But Lili smiled and winked in the rear-view mirror when she said it.

"I try." She said with a grin, and Gwen actually laughed and nudged her arm a little. It was such a small thing from anyone else, but from the girl next to her, the one who _still_ froze at hugs, it meant the world. So what if some kids thought she was Gwen's _pet. _ It wasn't true.

Everyone else just didn't know what a friend looked like anymore_. _

\- o - o - o - o- o -

_Bell Aurora Ice Rink_

_Bellwood, California _

_January 8th, 2000_

_2:08 pm_

Thanks to her parents, Michelle knew how to set up a tent, build a fire, cook a meal, and scorch someone's eyebrows off with a glance, and that was just what she learned from her _mother. _None that any of it helped her now.

Maybe something the Colonel said would have if she paid any attention. She wished she had now even though a life in the army was the last thing she wanted. "Better than being a rodeo clown," she muttered to herself because that was _exactly _what she felt like right now. One that had a bull right behind them without a barrel in sight, too, because the crowd she was holding back? It sure as hell felt like some kind of stampede all trying to get by her and to get out there where Gwen and her cousin Ben were…

_Were what, exactly?_

"Come _on,_ Michelle! You have to let us out there! What if she needs help?" One girl pleaded as Michelle braced herself between the ice rink's front doors and used both hands to pull and keep them closed. "Where's Julio?! He could - "

"Like she needs _his_ help to push that shrimp around, Maria! Look at him, he's a scrawny little twig. You saw what she did to Sean and Flint and they were _huge_ compared to that boy!" Another girl snapped, and Michelle couldn't get a bead on her face before the next one was talking and jostling. Some of the smarter ones had figured out that they weren't getting past her and were instead moving to the edges, pushing others down and going up on their toes for a better look at the action happening on the other side of the glass doors. Michelle didn't think that Gwen and Ben would ever come to blows, she didn't get that impression from him when she'd finally gotten to meet him right before Christmas, but she had no doubt that the two of them could get into epic yelling matches. She'd seen Gwen go off on people before, and Ben's eyes when she'd gone outside to back her best friend up had the same fire that Gwen's had.

The same fire, and the same hurt.

"What are they doing? What's going on? Is she beating him up yet?"

"No, they're just yelling at each other."

"Yelling?"

"Talking really loudly, anyways."

"Can you hear what they're saying?"

"They're outside and we're _inside_ and it's cold and windy and nobody here knows how to be quiet!"

"OHMIGAWD!" One of the girls at the window gasped loudly, which did more to shut anyone up than shoving, jostling, and them yelling at each other had managed. "He gave her his jacket!"

"He did _what?"_ Another girl - one that Michelle recognized as Nadia just from the dirty blond hair and for a split second imagined biting - said as she went up even higher on her toes to try and look over everyone else. It was enough to make Michelle risk it and turn her head to the side, not enough to let go of the doors but enough to get a look at the two cousins outside with her peripheral vision. It was enough that she could see a shivering Gwen slip on his coat and huddle in it.

"She _put it on!"_ The same excitable twit at the window shrieked, and what followed was a mixture of shrieks and gasps and little squeals.

"Oh my God, that's so _romantic!"_

"I remember my mom talking about stuff like this, how her high school sweetheart would let her wear his Letterman's jacket!"

"Oh, you can't be serious! He's just being halfway decent, it's _freezing_ out there. And after he hit her with that snowball he owes her!"

"Who is he? I don't remember ever seeing him at our school!"

"He's not from our school!"

"Wait! You think that could be…"

"Her secret boyfriend?!"

"OhmiGAWD, the one she got in trouble for texting in class last year? What was his name?"

"God, Traci! How would we - ?!"

"I think I heard Mr. Tennyson call him Ben when he got here."

"Ben?"

"What kind of name is - ?"

"The best kind! Ben and Gwen! They _rhyme!_"

Scratch the barrel, Michelle thought to herself as the herd let out a cooing noise louder than anything she'd ever heard on base and surged against her again with the same grace. What she wanted was one of those smoke grenades she'd seen the Colonel play with. One filled with sleeping gas. A **lot** of sleeping gas. And maybe a gas mask for herself. Maybe. Wrangling all the freaking girls in their class was exhausting work, she could use a nap.

Honest to God, how was being the It Girl _worse _than being the one that everyone was gunning for? Not that it was all _their _fault. Everything was _fine_ until Ben somehow found a snowball and chucked it at…

Her brain stuttered as she was pressed against the door and again when she saw Gwen reach her arms up and pull Ben into a hug. Of course, that just made everyone else start shrieking their heads off.

"This is better than a soap opera!" One girl swooned. And if it was noisy before, that was nothing compared to the volume after she let him go, and less than thirty seconds later, he _hugged her back. A_fter that, the pushing and the shoving were back in full force, and it took everything she had to hold them back from spilling out into the parking lot.

"Would you all just _back off_ and give them a little privacy?!" Michelle yelled at them, as their hands started clawing at her arms, trying to break her grip, trying to get past her.

Then the doors were pulled open from the outside and she almost fell backward. And when she turned, there was Gwen, her face only a few shades less red than her hair with one hand clutched at the front of _Ben's jacket_ to keep it pulled closed. There was no holding back the tide after that, and all the girls came pouring out, swallowing Michelle and Gwen in a crowded circle full of eager questions.

"Are you all right, Gwen?"

" - wearing his jacket? That's so - !"

" - to tell us all about him! Where did you two - ?"

" - the one that you're _always _text - ?"

" -your boyfriend? Is his name really - ?!"

"He's not her boyfriend!" Michelle tried to yell into a crowd that didn't care about her at all anymore more. Not as they dragged Gwen back inside. That thought kept her going as she tried to push her way through the crowd, but it didn't brighten her up nearly as much as when her best friend looked back behind her to the doors with slightly terrified, hopeful eyes. That lasted until she realized that Gwen wasn't looking for her.

She was looking for _him._

That's what Gwen said, that Ben wasn't her boyfriend. That they were cousins and it didn't matter _what _it looked like right before Christmas. The one she spent with _him. _New Years, too. For the first time, though, Michelle found herself out in the cold, looking at her friend with what had to be a stupid look on her face, and throwing a glance over her shoulder back at Ben, who looked just as poleaxed.

_He's not her boyfriend...right? She would have __**told**_ _me if he was._

But she was wearing his jacket. And she gave him glomp hugs in the middle of the street. And now they were hugging each other in parking lots when she wasn't wearing any shoes. On their _birthday._ In front of _everyone._

And for the first time, Michelle found herself wondering just who was lying after all.

\- o - o - o - o - o -

_Angelwood Academy_

_Bellwood, California_

_11:39 am, April 12th, 2000_

Michelle heard so many other rumors in the three months that followed. She could understand why Gwen didn't even bother reacting to them anymore or pretended not to hear them. Some, though, scraped too close to things that she knew or suspected. Some touched on hurts even she felt.

" - called her house and she was out _again!_ How many Friday nights is this?"

" - asked her if she'd be willing to spend one night a week helping out with the planning for the school dance and she said no, she was too busy. Like that's ever stopped her before, she has her nose in everything! I thought for sure we could shove it all off on her hands!"

" - can't believe that she's _still_ texting in class and none of the teachers can catch her doing it. It's not fair!"

" - see the look on her face when she's using her phone? The way she smiles. She _never_ smiles like that for anyone else. I don't care what she says, she is _so_ in love with that boy we saw on her birthday. I mean, she's willing to share her party with him? Who would _do_ that?"

_Because he's her cousin,_ Michelle would think in the back of her mind, but never say out loud. Because even if it was _true _she couldn't throw that kind of meat to the wolves. Besides, it wasn't like she could throw stones. Not when she couldn't stop looking at the picture in her living room that dust never touched. Her mother made sure of that, and it wasn't because the man was such a good actor.

And besides, there'd been no sign of what she'd seen the last day before winter break. She'd not even seen Gwen together with Ben since their birthday, so she must have been fooling herself. The rumor about them being together had to be wrong. They were just...really good friends. That had to be it. And Gwen certainly didn't say or do anything to change that. Not as she did her best to hide from the mob.

Which might have been a mistake, because if everyone else saw what Michelle did as they avoided everyone else. If they saw how the crazy thing acted... not distracted. Not exactly. More like she did when a teacher pulled out all the stops on a test. One that only she saw as she somehow got even more lost in the books she always carried around. Which didn't keep her from rolling her eyes and sniffing when people asked her if she was expecting to get flowers or chocolates delivered to her on Valentine's Day, but that didn't change things.

Even if it did explain the impossible thing that happened in Math class not a few weeks into April.

An impossible thing that came with rumors that were too ridiculous, too hurtful, and too _idiotic_ to not nip in the bud as soon as they got started. Like the one Michelle heard when she walked into the bathroom and overheard three girls talking to each other while they stood at the mirror and freshened up their lip balm and nail polish.

"A 91!" The first said with a gasp that didn't do a thing to hide her glee. "Can you believe it?! Little Miss Perfect barely even got an A!"

"I know!" The second one all but cooed. "And did you see her face? I thought the poor thing was going to _faint!" _

Michelle ground her teeth at the words as she stood there, but she didn't say a _thing. _Not when they were true. Not when she'd been in the room as the teacher let it slip, his words full of worry as everyone else gasped.

Even her.

And then Michelle heard her thoughts echoed back at her, only hers didn't come with an excited little bounce. "I _hope _everything is okay!" Because her Crazy Girl sure didn't look like it was after, not as she stared at the test for the rest of the class like she could _will _the red Xs away.

" - And Ben didn't break up with her!"

"Of course he wouldn't! I'll bet you that she's giving him math tutoring."

"I'll bet you that's how they _met." _The words sounded so excited even as they twisted. "That's why she's freaking! He won't have to pretend he likes her if she can't do the work!"

"That still doesn't explain - " the third started.

Then the first gasped into her hands. "...Oh. Oh, no, that's _too impossible…"_

"Abby? What is?" The brunette on the left side of the mirror looked over to her friend.

"I think I know why her grades are slipping," Abby said, in a dumbstruck voice that turned to hateful glee. "What if she's _pregnant?"_

"What?!" The middle girl gasped, and the right one just stared with blown-wide eyes from under the curtain of dark hair around her face.

"No, think about it, Meg!" Abby said, putting her lip balm down and waving her arms excitedly. "She tutors everyone who asks, right? So she meets this boy, and then she's texting him all the time, right? Do you remember what Marci read from their messages? And then at the party, why does he throw that snowball at her? Because she's _ignoring_ him! And then the jacket? The hugs? And then after, when she's so _distracted_ all the time?" Abby looked positively gleeful, and Michelle ground her teeth as the other two seemed to finally catch up to her strange thought. "I think Little Miss Perfect ended up falling in love and kept it all a secret from us, and now she's _teen pregnant_ and running scared!"

"Hq! Hdha yakfaa!" Michelle couldn't listen to this _idiocy_ any longer, and this was one rumor that couldn't go ignored. She slammed her fist into the side of the paper towel dispenser next to the door, which made all three of the girls jump and squeak and spin sound. Michelle gave them her best death glare.

"If I hear anybody else in this school spreading those lies, and I'll come for you three bitches," Michelle growled out. "You hear me? I will _End You."_

Their faces went pale and Michelle didn't know or care if it was because they were caught out or from the threat. It didn't matter any more than when the second blustered and tried to sound indignant and not like she was going to run, "You - you can't threaten us!"

Michelle smiled. "A threat?" She stepped towards them and the three girls backed up away from the sinks and the counters. "I'm _Army. _We don't do threats. We do warnings and we only ever give _one_."

She washed her hands while the three kept staring at her, half-expecting her to come railing at them with fists and fingernails. Please.

Michelle shook her hands to get some of the water off, then looked back at them again.

"You all need to find a new hobby. She's better than any of you, and it's not because she gets better grades, or because the teachers like her. It's because she doesn't waste time gossiping or spreading little rumors. She's a better person than you'll ever be and she proves it every time you come crying to her for help...and if you try to tear her down? I'll be right there to stop you. Every. Time."

"This is why you haven't made any friends," The third girl snapped out, bitter and venomous. Michelle snorted and went for the paper towels, noticing the little dent in the side that she'd put into it. No wonder her hand was a little sore.

"Quality over quantity," Michelle said, wiping her hands dry and walking out. The rest of the walk was a red blur as she tried to imagine spending _years _in this school all alone. No wonder her friend was so Crazy. No wonder…

And then she was in the library and staring at her best friend's back as she sat inside the librarian's cramped little office behind the checkout counter with her books and notebooks all spread out across the desk like she belonged there. And she did. Mrs. K didn't even blink when Gwen asked and only nodded at Michelle from her books as she went by. Michelle felt sick wondering just how many lunches her friend spent in there because of the girls she just left behind.

The girl and the empty lunch bag by her side. The one that Gwen sometimes forgot she even _had _when the year started but emptied every day now. And that was enough that Michelle froze in the doorway. That and the way she had her feet curled up under her as she curled up around her notebook with a sigh that Michelle heard her mom make every day when she was carrying…

_No! _It was _crazy _and Gwen just turned _twelve _and Ben was her cousin and she was _smarter _than that!

Just like so many of the other girls on base thought they were until they were caught staring at a stick in the bathroom...

That thought stole away all the stomp in her steps as her hands found her braid again as her eyes settled on the stuff that was spread out across the table. One was the math book that Gwen pulled out the _second _their study period started and wasn't even looking at now even though she had the sheet of problems that she'd begged for right in front of her. _Begged. _(The rumors weren't all lies. The teachers really did love Gwen and her friend really was _crazy. _Who else would ask for extra credit after getting an A?)

Extra credit Gwen _ignored _as she sat back with just a pencil and the notebook that was folded open in her lap. A notebook that seemed like it was her whole _world _as she scribbled in it as Michelle snuck up and glanced over her shoulder.

She didn't know _why. _She didn't know what she would see except for maybe some notes, which there were _plenty _of - and all of it in the tiny writing that Michelle loved and hated all at the same time - but Gwen ignored all of it as she just wrote the same words over and over again in the corner; **Gwen Tennyson. Gwendolyn Tennyson. Gwendolyn Rose Tenny-. **And she did it with a smile so dopey that Michelle almost laughed when she saw it reflected in the blank computer monitor that she'd let share the desk with her stuff and asked if the crazy thing had forgotten. Almost, until that smile faded away in the middle of the last name and let out a sigh that seemed so tired as she spun the pencil around.

And that was when Michelle _knew, _and she couldn't help sucking in a breath even as the words disappeared. One that broke the spell and made Gwen slam the notebook shut even as she spun around, pale-faced, and worried until she saw who was standing there. "Michelle?!"

That gasp should have made Michelle's _day. _Especially when her best friend put _so _much into it. Enough that the librarian would have come running if anyone but Gwen had yelled that loud. Now the woman just gave them a look and closed the door behind Michelle even as the redhead frowned and stood up. "What happened? Are you okay?"

_Are_ _**you**__? _Michelle almost asked as she gave her hair another tug and did everything she could not to throw up as her eyes shot down to her friend's stomach, which looked flat under the sweater and dress blouse that they both wore, but so did her mom's until… "You'd tell me, right?"

"Tell you what?" Gwen asked with a blink and a frown that crinkled her brow. Her worry face, Michelle remembered joking once. It didn't seem funny now. Not as the girl reached over and took her hand even as her eyes darted all around. "What's going - ?"

"If you were in trouble, you'd tell me, right?" And Gwen's eyes flickered away. Not for long. Not even for a heartbeat, but they did, and Michelle _knew. _"Oh God," she breathed even as she grabbed her best friend and pulled her into a hug. "We're going to get through this, Crazy Girl," she promised and she was so glad that no one else ever came in the library during lunch. "And I'm going to _kill _Ben when I see him again for doing this to you! I'm going to - !"

"Ben?" Gwen squeaked out even as she squirmed away. Then those green eyes were back, confused and worried and so, so wide all at the same time. "What did he do? What are you _talking _about?!"

"You don't have to _pretend! _I know he got you - !" Michelle started, the words an angry and worried hiss before she _heard _herself and choked on the last one. Choked on it so hard that she tasted something bitter that she swallowed back down before she could even squeak out the word she didn't _dare _say in English. "Enceinte."

And she thought that Gwen's eyes were wide _before _as her mouth dropped open as she got so flustered that she tripped over her own words. "WHAT?! I'm not - ! _How?! _Where - ? " Then she slammed her mouth shut and her lips turned into a thin line as her face twisted in a scowl as she crossed her arms. "Oh. You listened to _them."_

"I - " Michelle tried to say, tried to deny it all in the face of those cool words. "You - " were only _twelve, _the sensible part of Michelle broke in. The part that blushed until her face matched her hair only a month ago when Michelle spent a rare night over and Crazy Girl had to sneak through her mom's purse because she didn't plan ahead and Gwen hadn't…

Somehow _this _was even worse. There weren't any words then or now as her fingers found her hair. She tried to find them anyway as she hung her head. "I'm sorry."

"Bad Michelle." The words were a tease that didn't help. Not like the hand she felt squeeze hers even as she pulled at her hair. "That's why I don't pay them any attention."

"And that's why you're going to be the valedictorian when we get out of here next year," Michelle said as she let herself smile a little. She could hardly help it. Not when her friend looked so worried for her instead of mad even if a flush was still kissing her cheeks.

"Not if I don't get this geometry down…" Gwen grumbled as she sat down, but she didn't let go of Michelle's hands. Not for a second, not even as she picked up the red notebook she'd dropped and opened it_. _Michelle took it all in and didn't say a word. She just nodded and felt light-headed as she sat down, too, next to her and reached for the book she'd left behind so she could _help. _

Reached, but never touched as Gwen said from out of nowhere in a rush, "You'rethefirstpersonI'dtell."

"Wha - ?"

"Nothing!" The red head's face matched her hair as she ducked her head and stared down at her extra credit again. But it didn't stay there for long and there was so much in her eyes when she looked over again. "I…" she started and stopped and Michelle could hear all the hope and warmth and worry and under it all, the sureness that this was all something that would just _end. _She heard it all in one quick swallow before words came out again barely any slower. "I - if I _was, _you'd be the first person I'd..."

And even after a _year, _the girl still froze as she got glomped, but Michelle didn't care and she didn't let go. Not even after she felt her best friend relax and hug her back. Which didn't mean she was _perfect. _"Even before Ben?" Michelle asked because she couldn't help teasing. The words were a joke and not all at the same time. "Your _boyfriend?" _

"He's _not_ \- !" Gwen tried to say as Michelle watched her stumble over her words like she _always _did when Ben came up. The only difference was that the words didn't come with an eye roll or a sniff, just a look of pure _misery _as more words tumbled out. "We - "

"I know!" Michelle blurted out even as she leapt forward to hug her friend again just so she could make the ache in her gut disappear. Not that it did, not even as she pulled Gwen close and whispered. "I'm just teasing you, Crazy Girl."

Gwen would tell her if he was. Michelle _knew _that just like she knew that it didn't matter what the rumors or her gut said, she wasn't lying. Not Gwen. Not when her best friend couldn't hide _anything. _

\- o - o - o - o - o -

_The Way We Were Vintage Boutique_

_Bellwood California_

_6:58 pm; May 19th, 2000_

There weren't any other girls around when Michelle found out just how wrong she was.

No girls, no teachers or parents, no school at all. Just a couple of teenage girls at the counter by the front door who never looked up from their magazines and more clothes than Michelle ever imagined. Enough that it almost _filled _the store that used to be a house and was too crowded with hangers and displays by half. Crowded with everything but the redhead who should have been waiting for her outside the changing room door.

"Gwen?" Michelle asked with a laugh as she stood there for just a moment before she grabbed the hem of her borrowed dress and _ran _with a giggle and a shout, "Cheating isn't going to help you _win, _you stinker_!" _

_Maybe _the laugh faded a little after she passed by the third empty room and dashed up the stairs in the back as the old beige carpet tickled her bare feet. _Maybe _she let a lifetime of chasing little brothers as they ran around and hid in whatever store they were in get to her as she ran faster and faster, and _maybe _she jumped on Gwen a little harder than she had to when she finally found the girl in the little room at the back.

Maybe, but the way the redhead _shrieked_ as they both went tumbling into the clothes rack that she was standing in front of was the second-best sound Michelle heard all _day. _The only thing better was the way Crazy Girl shouted her name after they hit the ground.

Almost shouted. Shouting was tough when half her face was buried in T-Shirts. So was keeping a straight face as Michelle shouted right back into the weird slick fabric that covered her friend's shoulder, "Don't you 'Michelle' me young lady!" Impossible in fact. Impossible enough that the growl she'd heard from her mom _so _many times was lost in her giggles as she hugged her best friend tight and let the worry slip away. "Sorry."

Gwen just sighed at that as she shoved them both out of the t-shirts, the ones that were somehow still on the rack and all the ones that were piled on the floor now. It was such a long-suffering sigh that Michelle couldn't help leaning into so she could brush her lips against the girl's cheek even as she asked, "Who do you think you are, running off and hiding like that? Matthew?"

God, her littlest gremlin was _horrible _when they went shopping. Horrible enough that the store called the police once, and the look he had when they found him…

It was _almost_ as evil as the one that Michelle could _just _see tugging at her friend's lips even as Gwen lifted her chin and sniffed, "Of course not." She sounded _so _offended as she said it. Then her control cracked and a wicked smile spread over her face, "I'm not _nearly _as cute!"

Michelle just laughed at that and let go so she could give the girl a shove. "Don't _even! _Not after I spent the last five minutes tearing this store apart looking for you and that drop cloth you're wearing!"

"It is _not!_" Gwen gasped in mock outrage at that as she spun around fast enough that her dress would have spun with her if it had a little more room, even if it was around her calves instead of her knees like it should have been. A white one that looked like it was made out of plastic that someone had dripped neon paint on in shapes that were _almost _flowers. One that fit just as well at the top as it did at the hem because neither of them had the chests for what they were wearing. "I saw my grandmother wearing one just like this and - !"

Not yet, but that was okay. They were both wearing camisoles and fitting didn't matter. Not today. It wasn't part of the game. Not that the _fit _had anything to do with her friend's emerald eyes going as wide as saucers the moment she spun around. It didn't have anything to do with her clapping her hands over her mouth or the gasped "Michelle!" that slipped out from between her fingers.

"I know, right?!" Michelle laughed again as she grabbed up the hem of her dress again so she could spin and show it off, which only made the colors _worse_. "This dress looks like I tasted the rainbow and threw up!"

"_**Michelle!" **_Gwen gasped again even as she made a sound that would have been a giggle from anyone else, except Crazy Girl _didn't. _That's what she said anyway, even as one slipped out between her fingers and it only made it better. "No fair! We just got here and you already won!"

Michelle stopped quick at that - quick enough that the dress didn't figure out that she stopped for another quarter rotation, and then it went spinning back the other way - and cocked her head. "Not _yet! _But I will if you don't get out of here and find something good!"

They'd only peeked in a few of the rooms so far, but they were all such a riot of color and styles that she _knew _there was stuff still hiding that was even worse than the mess of colors she was already wearing. Maybe even something that would make the Crazy Girl she was tugging on giggle out loud. A Crazy Girl who followed her for all of three steps before she shouted, "Hold on!" and pulled her hand free.

"Your phone!" Michelle gasped in realization as she spun around. Realization and horror, because it had pictures of the dresses they wore before these and even though they weren't even half as bad she couldn't _imagine _anyone else seeing them. Not without spending the rest of her life with a bag over her head. It _figured _that this would be the first time that Gwen would let the stupid thing out of her sight all year!

It was _almost _a relief when she spotted the thing sitting on the windowsill not two feet away from the rack.

Only almost though, because Gwen completely ignored her flip phone as she threw herself into the tangled pile of shirts because her best friend was _born _an old lady and that was half the reason she loved her. The other half was because of stuff like _this. _Who else would go shopping for _ugly _clothes?

Crazy. So Crazy.

"I'm sorry I made a mess, but…" Michelle said as she eyed her watch, but the girl didn't hear her so she grabbed up some loose hangers and knelt with a sighed, "Fine."

Only to get her hand slapped away when she reached for the black one Gwen's digging uncovered at the bottom of the heap. "Ow! What are you - ?" She started as Gwen grabbed it up and gave it a look before she tossed it away. "Gwen?"

"Nothing!" Gwen said, the word too fast as she threw that one away, too. "I mean, we can hang them up in a second! I'm just…" The rest of the sentence just petered out as the girl grabbed up one black shirt after another, and Michelle felt the nervous ball in her stomach get bigger with each one until she finally let out a squeal of joy as she held up one. One that had cities and dates splashed in messy white letters on the back. Dates that were so much older than either of them and disappeared as the girl hugged it to her chest, and the look on her face when she did…

Michelle _squealed _when she found the rainbow-colored horror she was wearing and that same joy was written all over her best friend's face now. Heck, she looked even _happier_ and that didn't seem possible_. _Michelle just blinked at it before she stared at the shirt and shook her head in wonder. "It can't be _that _good! I mean, _no one _looks bad in a t-shirt you crazy thing! I don't care what it says on the front! It's your game, play it right!"

She wasn't even sure if the girl was listening until she finally nodded and hugged the shirt tight as she got back up, her face still beaming brighter than the lights overhead. "Okay. Let's go! I saw a dress that's going to make you _sick _when I was coming up here. One with sequins and - !"

Michelle just stared as the redhead ran for the doorway. She stared and bit her lip as she said, "Don't forget your phone," even as she stared at the shirt that the girl didn't show any signs of pulling on.

"Right!" Gwen said with a bright chirp that made Michelle feel so much worse as she reached out with one hand for the thing on the sill, which made what she did next so easy. "Hey!"

There wasn't _anything _happy in that word as Michelle spun around and held out the shirt she just stole away. "I just wanna see!" She shouted, her stomach tight with guilt and her mind racing because she'd seen _so _many horrible shirts when she was on base. Shirts that none of the soldiers even _thought _about until they saw her, and it was always funny watching hundred and fifty-pound killing machines turn into a blushing mess when they did.

Messes that the girl at her back put to shame as she tried to reach around her. "Give that back!"

But Michelle was taller and her arms were longer. Not by much, but enough. "Come on, Crazy! After this dress I deserve a sneak peek!" Michelle started with a laugh even as she held the girl off. "How bad can it be? Are we going to get in trouble if mom sees it?! And I'm warning you right now that if it says 'I'm With Stupid' I'm going to - Detroit Rock City?"

Michelle froze as she read the words again and stared at the four men in white face paint who were splashed across the front until the thing was ripped out of her hands.

"It's not part of the game," Gwen snapped out, as mad as Michelle had ever heard her. Madder than she'd ever gotten at Marci or any of the bitches that they went to school with. Mad enough that her voice _shook_.

"Okay," Michelle said as she held up her hands and felt lost as she started babbling because she felt _sick. _"I'm sorry. I shouldn't have - but why were you hiding it? So you're a part of the KISS Army? So what? It's a better one than mine! And why didn't you tell me?! We'll do it right when we get back to my house! You wanna look like the cat guy, right? I can do that! But it'll _destroy _my bottle of white face paint, you're _so_ going to have to get me something cool while you're - "

Gone. She was losing her best friend for the next three months and she couldn't say the word. She was going to be here all alone and - and it might be longer than that because the redhead's scowl wasn't softening at all as she hugged the shirt close and that stole away her breath in a way even the rambling couldn't. "I - I'm sorry. I was just curious."

She hated how she sounded when she said those words. You couldn't _stutter _when you were the Colonel's daughter. Not even when your best friend was being scary intense about a _t-shirt. _If it was anyone else…

But it wasn't. It was her Crazy Girl, and this was just one more thing she'd seen over the last few months, one more little worry piled on top of another until she just wanted to hug her friend even as the girl hung her head and took a deep breath that didn't seem to help at all when the words started coming. "I - I know," Gwen said and if it was anyone else, she'd think that the girl was crying just from the way her voice shook, but it was _Gwen. _"I'm sorry. I shouldn't have…"

If it was anyone else, a hug wouldn't even be a question, but her friend was like a bird, so Michelle moved slow. "It's a cool shirt, Crazy Girl. And a cool band. The Colonel plays them sometimes, so that's a knock against them. But if you like them…" She let the words trail away as she reached out and brushed her hand against her friend's.

The touch was soft and gentle and Gwen still jumped like it was a brand. Her face shot up and there was a hurricane of emotions in her eyes as her mouth moved without making a sound until she looked at the shirt again, and when she did they were four little words that were whispered so soft that she almost missed them. "It's not for me."

"Then who?" Michelle asked as she wrapped her fingers around Gwen's hand and held it tight. The redhead didn't even seem to notice the touch or the question. "Come on, Crazy Girl. _Talk _to me! You let _Marci _beat you on the Math test last month and now you're going all Mean Girl over a shirt?! If this isn't a cry for help I don't know what is!"

But Gwen didn't answer, she just stared at the shirt like it was the most important thing in the world even though Michelle couldn't imagine her ever wearing it.

Unless…

"Why didn't you tell me that Ben liked KISS?" The words should have been just another shot in the dark. A whispered one at that, but even Michelle could hear the edge in them. One that she hated the second she did and all the more as she watched her best friend flinch, but it was _obvious _what was going on. Obvious enough that all the denials were just so many lies that _hurt, _no matter how much Michelle pretended that they didn't. And they kept hurting even as she searched her best friend's heart-shaped face for _any _sign that she was wrong.

Which was the only reason she saw the wet sheen in those emerald eyes as they flew wide open and Gwen let out a strangled noise that Michelle had never heard her make before. Not even when Marci was in her face or the other girls in their class crowded her at her birthday party like she was the chum in a feeding frenzy.

She'd heard _other _people make the noise. Too many people on the last days before they came here and once when she and her mom had gone to deliver a get well plate of cookies to one of the older army brats back in Germany and stumbled across him getting hot and steamy with his girlfriend (The base _General's __**daughter**__)_ in the living room and just like then, she felt the insane need to _run._ One she gave into with a rambly, "It'll look good on him! Better than that white shirt he's _always _wearing anyway. Getting a head start on Christmas? I just hope that's on sale. I don't even splurge when I'm buying presents for my little brothers. "

Gwen finally remembered how to breathe then, and mustered a weak laugh as she folded it up neatly. "Um. Yeah. It's good to get it done early, and I won't be able to hide anything I pick up on our trip."

It was reasonable, and it made sense, and it definitely sounded like the kind of thing Crazy would do. It still felt like a lie, though. Michelle felt like if she pressed her on it, though, that Gwen would clam up entirely, or go flying off the handle. "Come on, Crazy." Michelle sighed, grabbing her friend's arm and dragging her away from the store's T-shirt room. "It's Friday night and it's your turn to find something ugly!"

They did, and the purple _thing _that had more poofs on it than Michelle could count should have kept her attention as Gwen carried it into the dressing room, but it didn't. She kept her eyes on the shirt instead as it disappeared with her and it took everything she had not to say anything else about it.

\- o - o - o - o - o -

Not saying anything just got harder and harder to do the longer the curtain stayed closed. Michelle tried to lose herself in the clothes that were scattered around the dressing room, but she couldn't keep her eyes off of it until she finally crossed the hall again, worry making her feet feel like they were made of lead the whole time until the dressing room was right _there. _Then she took a breath and knocked. "Crazy?"

The sound was almost as soft as the knock and she listened as hard as she could, but they sounded like thunder compared to the _nothing _she got in reply. "Gwen?" She tried again, then she let her head fall against the wood that used to be the frame of a walk-in closet. "I know - I know I shouldn't have grabbed the shirt. I just wanted to see what…" she swallowed the next few words as she closed her eyes and tried to keep the burning in her eyes from becoming anything else and her breath steady and it was so hard. "I'm sorry."

Maybe she heard a sound at that. Maybe. Michelle didn't know, but it was enough that she turned and slid down the walls because she needed to hug _something _right now and her knees were the only thing she had. "A - and I know you didn't want to come out tonight. That I _made _you."

Those words were so hard, almost as hard as seeing the look on her best friend's face when she asked. Hard enough that she felt something wet run down her cheek. Something she wiped away with the heel of her hand. "I don't blame you. Who wants to go shopping after a day at school and karate? I don't know _how _you do it all. They'd need an M88 just to get me out of bed if I _tried." _She hoped for a laugh and curled deeper into her knees when it didn't come. "That's a big tow truck that they use on… It doesn't matter. I just… You're going _away _in a couple of weeks and I just wanted to hang out."

Three months. Three months that seemed so much bigger right now as she let her face fall into her knees and even if Gwen forgave her it might be _more_ if the Colonel had his way. She buried her face in the fabric and tried so hard not to cry into them because it wasn't her dress as she repeated, "I'm sorry."

"It's not for Christmas," she heard a voice croak out behind the curtain.

"What?" Michelle asked as her head sprung back up, but there weren't any more words. Not as she wiped her face or shoved herself back to her feet and reached out for the curtain. Reached and froze until she took another breath. "Say something if you don't want me in there, Crazy Girl."

She waited for three whole heartbeats before she pushed aside the fabric that might have been a curtain once. A heart that broke when she saw her best friend just sitting on the bench inside still in the dress that looked paint splattered and the one they'd found hanging from the rod with their uniforms as she stared down at the t-shirt in her lap.

Stared down and looked so lost.

Something else that she never thought she'd see on that face. Not on a girl who laughed at pop exams and faced down two bullies without blinking. Somehow, that was even _worse _than being freaked.

"It's not for Christmas," Gwen said again, her voice cracking and her green eyes glistening even if her face was still dry. "I'm sorry, I wanted to hang out, too, b - but I saw the shirts when we were looking around and…"

Or it was until Michelle sat down next to her on a bench that barely fit them both and pulled her close. Even then it was just one tear that ran down her cheek as she leaned her head on Michelle's shoulder. "So tell me what it is for."

"It's…" Gwen started and stopped and slumped and looked so miserable that Michelle's eyes filled again. "It's stupid."

"Good!" Michelle laughed. She couldn't help it and the other girl jumped or tried to. But there was a reason that Elias called her the octopus when she got huggy and she wasn't letting go now. "What? I can't be the only stupid thing in your life!"

"You're not!" Gwen said as her head shot up and the fire in her eyes. She would have hugged her friend for it even if she wasn't upset. And she did. She did until the girl let out a hiccup of a laugh and sank her head down on Michelle's shoulder again. "It's… The tournament we're having before I go..."

Michelle didn't say a word even though she already knew that. Her mom had it circled on the calendar, too, just in case she hit her head and forgot because they were all going again just to cheer. She wasn't going to miss this one. Not like she did the one right before Thanksgiving because of _family._ She would have seen Ben then if she went, she realized with a start.

It wasn't much, but the jolt shook something loose in the girl next to her. They were sitting that close. "We're in the same belt class now, so we'll be competing together and he's worked _so _hard since he signed up. I just wanted to get my Doofus something nice. I shouldn't have… " She took a breath and squeezed the shirt as she looked up. "How - how long have I been in here?"

_Forever,_ Michelle didn't say. Or almost fifteen minutes. "Not long," she lied as she brushed her fingers through those red locks with one hand while she touched the shirt again with the other.

This time it didn't hurt when Gwen yanked it away. Not her anyway. She felt the little shudder against her hip and shoulder the second Gwen realized what she was doing and stopped. The question was right there, the same one she asked back during Christmas. The same one she swallowed down now because she was sure that the bird of a girl next to her would fly if she asked it. "What if he kicks your butt? Does he still get the shirt?"

The words were a tease that got the open-mouthed outraged hiss that _was _her Crazy Girl as she bolted up. "He _won't!" _

A look that just made Michelle grin at her. "But what if he does?"

"He won't! He's only been a green belt for a few weeks and I - "

"Totally going to kick your butt," Michelle sing-songed with an evil grin as she poked the shirt just so she could watch the other girl's face go through _every _emotion. "I've seen this movie before. So no shirt for - "

"No!" Gwen shouted as she grabbed it, but this time the word wasn't angry and she didn't look like a rat in a cage. This time she almost sounded surprised herself as she held it close, and her next words were as soft as her smile as she nodded. "No. I want him to know that I'm proud of him. Even if he wins. Which he won't."

"Because you're - " Michelle echoed as she stared at that smile, the same one she'd seen in class and at their birthday and that day before Christmas that seemed like a lifetime ago and she felt the one question she knew she could never ask just slip out, "How long _have _you liked him?"

Gwen was on her feet in a second, her eyes wide and scared as she babbled. "I _don't!_ He's my cousin! He's a _doofus _and a - and a - " she stammered as she bounced on her toes and got ready to run. Michelle didn't move. She didn't _dare. _She just looked up into those green eyes and _knew_.

All the rumors, all the denials, and a whole _year's _worth of wondering why her bestie friend just couldn't _tell _her and Michelle never once even imagined that _she_ wasn't the one Gwen was lying to. Some friend she was.

But she could be mad at herself later. Right now she just kept her voice gentle as she said, "And you _like_ him."

"I - I don't! I just I - I - "

The redhead actually started to shake as she stammered out those words, and that was the only warning Michelle got. It was enough. Enough to get them both on the bench. Enough that wrapped her arms around her friend and squeezed her tight as she whispered, "You have best friend clearance, Crazy Girl. That's top of the line. You can tell me _anything." _The words were a promise, but she didn't think it would make the girl just crumble. She didn't know how many times she'd seen her mom hold other women just like this, or how many times she woke up with the woman holding her as she cried from one nightmare or another, but it was enough. Enough that she knew just what noises she should make until it passed.

Not that Gwen ever lost _control. _Even now her crying was still quiet and soft enough that no one came to check on them. Not that she imagined the two girls who they'd seen at the counter up front would have come anyway. Not when they'd been blushing and giggling over a Cosmo when they came in, but it saved her from lunging for the curtain and that was the only thing that would have made her let go right then.

"God, you must think I'm so…" the redhead finally croaked out when she was done.

"So crazy," Michelle agreed as she kissed the top of her friend's head. "At least as crazy as me."

"No," Gwen whimpered, and her voice cracked with the next word. "_Sick. _He's my _cousin." _

Michelle froze at the words even though she'd expected them months and months ago. Long enough back that she was sure she was _wrong. _And she couldn't even be _mad. _Not at herself or her bestie. Not when she saw the hurt in those green eyes and _knew. _She knew why the Crazy Thing looked like she never slept. She _knew _why her friend looked so distracted, she _knew _what words were going through her head over and over again that she never told anyone about. No one but her.

Some part of her knew why. She'd heard all the jokes. They were some of the tamer ones on base, and she still felt bad for anyone who was actually from Alabama. If she was just the Colonel's daughter…

But she wasn't. Her own voice cracked as she buried her face in her friend's hair. "You've seen my mother's shrine." They were words that she never said before. She didn't _dare. _The woman never said a word, not really. But she saw how she looked at the picture that followed them across the world. The one of a decent enough actor that the woman swore looked like the cousin Michelle never met because he was long gone. Not that it mattered.

Not any more than it kept her from wondering every time she saw it, and she'd been staring at it so much lately. Not over whether her mom loved her dad, she knew she did, but what would have happened if her home hadn't gone nuts, if her cousin hadn't been in the wrong place at the wrong time for all the best reasons and if her grandparents hadn't run all the way to Toledo after.

And some part of her knew that the girl she was holding wondered the same thing because she just went still. At least until Michelle laughed because at least she wasn't the only one who saw it. Maybe that's what made what she said next easier. Easier, not easy, so she made what she said next sound like a joke. "She wouldn't have even been the first. I've seen the family tree on my mother's side. There's a lot of branches curling back around if you know what I mean."

"_Michelle!" _Crazy gasped and she just smirked because teasing the girl was _so _easy and watching her squirm was such fun. Then the shock faded and something worse took its place on her face. "I know. I know that not everyone… I've searched the internet, but we're not in - "

"So what?"

Gwen sucked in a breath and wrapped her right arm around her middle, and for the first time ever she looked _small _as more words tumbled out. "Our parents won't - and -and he already _hates _his school and if anyone there finds out - and - and - "

"Screw _them_." The words should have gotten a laugh, but those green eyes got so big instead and it was _so _hard not to scream or shake the girl as she started to hyperventilate about all the things that could go _wrong_. She made herself smile instead. "It's the new millennium and _screw them. _Listen to you. God, I've watched you run yourself _ragged _for everyone else and this isn't about _them! _Be _greedy _for once or I'll - I'll flick your nose!"

She'd never seen a hand move so fast, or eyes glare so hot over it. "Don't you _dare!"_

"Then tell me the truth! What do _you _want?!"

"He doesn't _think!"_ Gwen hissed instead in a panic. "He never does! He just rushes in and I have to - I have to make sure he doesn't get _hurt!" _

"You don't think that this is hurting him?" Michelle asked right back, even though she didn't have a _clue. _But she just knew what it was doing to the girl next to her, the one who looked so ready to run even as she hugged herself and just shook her head at the words. "Stop hiding behind excuses and tell me what you _want!" _

That teakettle sound came back, and Gwen's hand barely muffled it. Then words came back. Three little ones. "He's my Doofus." Three little words that made her face burn.

A face that Michelle didn't see for more than a second as she pulled her friend close again as she cooed, "And you _luv _him!"

The words got her another squeak of her name against her shoulder. Then there weren't any more words. Just a nod. One that started so small and might have come with tears like the ones that Michelle felt fill her eyes. She didn't even know how long they stayed like that before she finally let the girl slip out of her arms.

Out of her arms, but their hands found each other and Gwen squeezed even as she wiped her eyes. "God, I _hate _being like this."

"Human?"

Gwen started to shake her head at the tease before she caught herself again and nodded. She looked so prim for someone with wet red cheeks. "It's _disgusting." _She said, and then she giggled. A small one that she didn't even try to cover and was all the better because it was _real _for the first time in forever. Real enough that she finally heard the strain that had been in it for _months _now. Maybe even since they first met.

And her real laugh was beautiful.

Beautiful enough that Michelle just _had _to know even as her eyes burned again. "So, what are you going to do?" She asked as she kicked her feet back and forth.

"What?"

Michelle just gave the girl a look. "What are you going to do?" She asked again like that would help. "Telling _me _is great, but I'm not the one you wanna give smooches to, Crazy Girl! What are you going to do?"

"I - " Gwen started as her eyes darted away and her arms went around her middle and Michelle braced herself for all the words she knew was coming, all the ones she _knew _her friend had running through her head all this time. She was ready for those words - probably. She _better _be, or she'd never be able to look her grandparents in the eye again - but they weren't what she heard, even if the misery stayed the same. "I don't know. We've been hanging out so much ever since he kissed me at New Years but - "

Michelle blinked because there wasn't _anything _that could get her ready for what she just heard. "What?" She asked, the word erupting out of her just short of a scream. One she wished she could pull back as Gwen flinched. "Sorry! Sorry, but he _kissed _you already and you didn't _tell_ me?!"

The nod was quick and scared and all she got, but it was enough that it sent Michelle spinning for the dresses that were hanging on the wall next to her. She buried her face in them as she screamed, "Crazy! Folle! Majnuneh! Verrücktes! Louca!" It was all the words for crazy she knew and one she looked up just because and it _still _wasn't enough. Not when her heart was pounding and her mind racing. _New Years? _Five _months?! _They hung out the whole next day and she didn't have a _clue! _

Five crazies wasn't even _close_ to enough.

Or it wasn't until she heard the sucked in a breath behind her and the hurt in it. "Just forget it. I know that it's - "

"Oh, no you don't, Crazy Girl," Michelle said as she shoved the dresses away so she could spin around and catch the girl's hand. A hand that she pulled right back to the bench. The hand and the rest of her, which squeaked as Gwen's butt landed on it again. "I want to hear _everything!" _

And she did. The words came in little starts and stops at first, but she did.

\- o - o - o - o - o -

" - tried to play it off like it was a game, but I _know _him. I know what it looks like when he lies and he _so _was!" Gwen said, the words a rush that was almost angry as she crossed her arms and leaned back in a huff. "I can't believe he thought I was _mad _at him! I just didn't know what to do!"

Almost angry, if there wasn't so much hurt in her voice as she crossed her legs too and kicked her foot. Angry enough that the air in the room felt thick like there was a storm coming. The kind that got the base locked down and then soldiers sent out after for search and rescue before the girl caught herself and went still as she closed her eyes. "Unless he… Maybe that's why…"

Somehow that was enough. Somehow the air lost some of its heat, even if Michelle's cheeks didn't. "No _wonder _you didn't want to come out tonight!" Tonight or any other Friday. She _always _wondered and tried not to feel bad. Now she didn't. Now she just _smirked. _

"I did!" Gwen said suddenly in the face of it. "I did, but - "

"But you'd rather be getting _smooches!" _Michelle giggled and hid her face in her friend's shoulder because she _had _to. A _boyfriend. _God, if it was _anyone _else she'd be so jealous. When there was a boy at her house when they still lived on base her mother made sure that _every _door in the house was open, even if they were just there to get a drink or go to the bathroom, and the Colonel was already making jokes about the cannon he'd fire her first boyfriend out of.

She _should _be jealous. Instead, she just laughed as every question she ever _had _spilled out. "What's it like? Is it soft? Is it _gross? _Is - I can't believe that your parents let you two get to get all snuggly around your laptop in your bedroom for your dates! So not fair! Does he put his arm around you like they do in the movies when he kisses you? Does he - "

Her mind raced at all of that as she pressed the back of her hand against her forehead and melted right there in the seat every bit as dramatically as the moment deserved. Dramatically enough that she almost missed it when the redhead started worrying at her hands and her eyes fell. "It's not - We haven't - Not since New Years."

The _misery _in those words took all the fun out of teasing and Michelle pushed herself back up. "What?"

"I _know!" _Gwen groaned as she buried her face in her hands. "I _know _I… but I keep waiting and - and we leave next week!"

Michelle tried to wrap her mind around that, around being in an RV with her boyfriend even if her Grandpa was right there, and she just _couldn't._ So she grabbed onto what she could and held it tight as the hand she was squeezing. "And he hasn't done a _thing?" _That got another wide-eyed shake of the head. One that sent red hair flying and her mind racing before Michelle realized. She laughed when she did, as her eyes burned again as she felt something slip away. "Of _course _he hasn't! He's waiting for you!"

"Wha - ?"

"It's a good thing you're _cute," _Michelle laughed at the words she never thought she'd get to say. Not to the smartest person she _knew. _About books anyway. And kicking butt. The rest… "You have to _tell _him! It's your move, Crazy Girl! He already made his."

"That's not what - " Gwen started, almost dumbstruck, then just stricken as she said. "What if - what if he doesn't? What if he _stopped? _What if he _never - _and - and half of all marriages end in _divorce _and most people don't even make it that far! What if - ?"

"Marriage? _Divorce?" _Michelle gaped at the girl who was breathing too fast next to her even as she hugged her close. "I knew you were on the crazy train, girl, but I didn't know you were riding it cross country! You better tell me what's going on in that head of yours before it explodes!"

"I - " Gwen stammered before she deflated and pulled her legs up and hugged her knees in close so she could bury her face in them. "What if I'm _wrong? _What if it really was just a joke and he doesn't… I'd never _see _him again! At least we're still friends now. What if - ? I can't..."

The words came out with whole sleepless _weeks _worth of worry in them. Enough Michelle almost felt sick, too. It was too much for her to hug away, so she did the only thing she could think of. "Then you find that out first!" Michelle said with a cackle that was only a little forced as she burst up to her feet and dragged her best friend with her, sputtering the whole way as they went in the one room they always avoided. The one where all the clothes were sized for them because that wasn't anywhere near as much fun, and dove into the racks. The dresses here were the same wild mixes of colors and styles.

Colors she ignored as she looked for blue as she pulled out one dress after another and shoved them against her friend's body before Gwen finally all but shouted, "What are you - these are all _nice! _That's not how you play the game!"

"Duh!" Michelle laughed again as she grabbed another dress, one that looked _so _good except for puffs so she tossed it aside. "We're _done _with games! This is serious now!"

"But - but - "Gwen sputtered as she grabbed for it. "I _liked _that one!"

"No!" Michelle said as she turned and swatted her hand away. "No! Bad Crazy! No more _buts! _And I'd _kill _for shoulders like yours and you're not hiding them anymore!"

That got her a blink and a look even as Gwen cradled her hand. Then the redhead turned and looked at her shoulders with the same look she saw every time she watched the girl tutor anyone in anything. "You would?"

"Yes!" Michelle said as she pulled out another dress. "Those bitches at school don't just hate you because you blow the curve, Crazy Girl. It's because - " her hand froze on the next dress. A pink thing that would have won the game if they were still playing as she remembered all the whispers she heard in the bathroom and the dirty looks… But they weren't the only ones looking. She forgot about the dresses and spun around as she remembered a little bit more of what she heard the girls at base say. The last little bit that made even _some_ sense. "Do you still have those pumps I saw in your closet? The ones with the heels?"

"The ones that mom makes me wear for awards ceremonies?" Gwen looked so lost as she nodded, and her nose curled a little. "Yeah. It's not like I'm going to wear them out. They _hurt!_"

"That's what good shoes _do! _It's like a curse or something!" Michelle said with the sniff that those words deserved as she pulled her friend up to her tiptoes until it looked about right. Those heels were only two inches high, but she knew it would be enough when she looked around. "Perfect! He'll _love _your butt in those!"

The sound that those words got was a lot closer to the noise her mom's tea kettle made than anything that sounded like her name and she just waved it off. "Oh, please. He's a _boy_ and if he's anything like the ones we go to school with..." The shudder that got was delicate. The smirk that came after _wasn't. "_I can't believe that you haven't - " And then she saw something flicker across Gwen's face. One that she always thought was _so _innocent and the clothes that she wore that were always _so _tight. "You _have! _What _have_ you been wearing to your dates, you _slut?!" _

Gwen somehow squeaked out as her blush burned her face and raced down to the soft lace that lined her camisole. She looked so horrified before she got glomped again and Michelle whispered the words she heard other girls say to each other whenever one of _them _got freaked out right before a date. "It's okay to be a slut for your boy toy, you Crazy Girl." The words that heated her face even though she didn't understand them - not even after she heard almost the same thing on Buffy just a few weeks ago - but they always seemed to help and she could live with being embarrassed.

Besides, she could at least make _words, _and that was so much more than the brilliant girl next to her could say, and it was _amazing! _"Michelle! But - But - Ladies don't - " Gwen sputtered at the words before she sagged. "Really?"

"Yup!" Michelle laughed and she kissed the girl's cheek again. "You really are crazy."

"Am not!" The denial was as sharp as the hug she got back was soft. A hug that Michelle would have stayed in forever if the girl didn't let out a gasp and duck away so she could pull a dress off of the rack. "It's still here!"

One that made Michelle grin and clap her hands the second she saw it. "Perfect!"

A perfection that would have stayed if Gwen's face didn't fall as she found the tag. "I have enough money for the shirt, but…"

Michelle only winced a little when she saw it, and then the clouds parted and she heard just what she was waiting for. "Girls?" She spun and saw her mother standing in the hall behind them, saw her as her face went ashen and she gasped into her hands. "Habibi, what are you _wearing_?!"

"It's all part of the game, Mama," Michelle laughed as she ran over and gave the woman a hug that was more than returned. A hug she stayed in as she looked up with the biggest eyes she could and said in the only language that fit, "Maman, mon amie folle veut faire quelque chose de fou. Pouvons-nous l'aider?"

She heard Gwen gasp behind her and almost laughed at the lost look in her mother's dark eyes as she looked up and over her head. Almost, if her heart wasn't so tight in the moment before her mama shook her head and it was all over.

\- o - o - o - o - o -

" - talk to your Grandpa?" Michelle whispered thirty minutes later as they sat in the very back seat so her mom couldn't hear them as they drove home. "You're sure he'll do it?"

Gwen nodded and still looked dazed as she brushed her fingers over the dress bag that was hanging from the hook over the door and draped over her lap and the other two at her feet. Dazed, but it didn't stop her from sounding _fierce _as she said, "As soon as we get to your house and he _owes _us." A fierce that faded just a hair as she swallowed hard. "Do you really think…?"

There was so much worry in those four words, and more in the ones she didn't say. Those were the ones that made her reach out and take her friend's hand again because it seemed so _wrong _that she was afraid of anything. "Like I said. He made his play, Crazy Girl. He showed you how he felt months ago and he isn't going to wait forever. It's up to you now."

She wished she could have said something else. She wished she could make it _easy, _but it wasn't, and silly hadn't worked. But silly _never _did with her best friend. She watched Gwen's eyes go wide again as they caught the headlights, and then they narrowed as she nodded and smiled as determined as she ever was before a test or Marci. Determined and happy.

Her Crazy Girl, back at last.

So Michelle didn't feel bad at _all _when she elbowed her - an elbow and not the swat that her bestie _deserved _after all of this - and hissed the words she'd been holding in all night. "I can't believe that you've been holding that in all _year_! _And _your first kiss! Some best friend you are! What else are you hiding?"

The words were mostly just a tease and she waited for the blush and the stammering that _should _have come, or the shove back. Instead, Gwen just froze. Not for long, but for a few seconds she didn't even _breathe. _Then she slumped like the weight of the world was on her shoulders and sounded _miserable _as she said, "I'm sorry." It was too much, enough that Michelle squeezed her hand and would have said so if more words didn't spill out. Miserable words. "I'm sorry. Tonight was supposed to be _fun." _

Somehow Michelle didn't roll her eyes at that or sigh even though she _really _wanted to. "I was just teasing you, Crazy. You don't have to apologize for _that, _and as for the rest..." She shrugged. "We got some shopping done, I got to play cupid, and I've got a story that'll drive those bitches at school even crazier than you! I couldn't ask for a better one."

That got a laugh that made her jump as Gwen pulled her hand free and reached for her pants again. Then she had her phone and flipped it open with a twist of her wrist and the screen burst to life. A screen that was so small but as clear as any picture she'd ever seen as a rainbow threw up on it and cast out enough light that she could Crazy Girl's evil little smirk over it. "Even after you wore this?"

"You stinker!" Michelle tried for a howl that was just a giggle as she pounced and remembered _why _she loved the girl. She _knew _she heard a click as her mom ushered them both into their dressing rooms. Gwen's so she could try the dress in the bag on, and Michelle so she could go back to _normal _and she never thought a thing about it. She fought as hard as she could for the phone, but it was always just out of reach and then her mama was shouting and the game was over.

Mostly. "Just how long are you going to be holding _that _over my head?!" She harrumphed as she crossed her arms and tried her best to sound mad when she just wanted to keep laughing.

"I don't know," Gwen said as she gave the picture one last look before she closed the phone and did the one thing she never did before. She hugged Michelle tight even as she sniffled. "For the whole summer, probably, so you're here when I get back. And for forever after that."

Michelle snuggled back and tried as hard she could to put the next three months out of her head before she cried. It didn't help. Her tears were hot when they finally slipped free and she didn't even try to wipe them away when they stopped. She just let her head lean against her best friend's as they held each other's hands. "Forever works."

\- o - o - o - o - o -

**Author's Note**

1\. Erico wrote the first half of this chapter as the first of a series about the rumors that circled Ben and Gwen for their whole lives, but he did it so well that it seemed wrong not to have it as a part of the main story. Especially since it fit in so well with what we had in 30 already. The series might still happen though. There will certainly be enough gossip about them.

2\. I meant to tell everyone this last week, but a reader named Nost Algia has done a podfic for chapter 27 on his youtube channel! If you'd like to give it a listen you can find it at youtube. Just add /watch?v=riHFHGCOrNs after the com

3\. And finally, this story has hit 600 reviews! That's amazing and I want to thank everyone for all your support!


	31. There Is No Defense

**Chapter 31: There is No Defense**

_The Rising Phoenix Dojo_

_Bellwood California_

_2:58 pm; May 27th, 2000_

The last time Ben felt like this he'd been in an arena with Kevin chained to his wrist and home was just a dot in the sky he wasn't sure he'd ever see again.

The dojo was so much smaller than that starship was and the mat in the middle was no deathtrap, home felt just as far away as he listened to the crowd all around him. One that made the same noise he still dreamed about sometimes as he watched a boy who was tall and muscled like that psycho had _wished _he was when he wasn't a mutant stalk across the mat.

He watched and his hand ached for the Omnitrix even before he saw the boy's smirk_, _but there were too many people around. People that he almost forgot about as the hulk's hand blurred forward in a punch and there wasn't _anything _he could do. He just sucked in a breath that stank of chalk and sweat as the boys kneeling on either side of him and the crowd all gasped. Someone did more than that, a woman who made a sound that almost sounded like his name before they bit it off. He couldn't help flinching as he watched that meat locker of a fist coming.

He flinched, but his Dweeb didn't.

The boy was huge and strong, but Gwen was a blur of white and red on the mat as she sidestepped his fist and then caught his arm before he could stop his punch. After that, there was just the shock that filled the boy's eyes for the split second before she had him flipping through the air. The only noise louder than his shout was the sound of a whistle that sounded almost before he landed on the mat. That and the sound of the crowd as the referee let the little tin thing drop from his lips so he could say, "Point. Victory goes to the Rising Phoenix Dojo!"

Ben let the roar wash over him as he sagged back against his heels. The noise that had his parents' mixed in with it and felt his stomach clench at the sound of their voices - especially after the way his mom just laughed and his dad ruffled his hair when he asked them if they _really_ wanted to come - and a part of him wondered if they'd be cheering as loudly in a minute. Just a part, though. A small one that barely mattered as he watched Gwen stand there, looking so sweaty and _**fierce **_that he just wanted to -

"Stop it," Ben grumbled and shook his head like he was WIldmutt and the thought was a bad guy on his back that he could shake loose Not that it helped. Not now or ever. No, the only thing that washed his grin away was when the Dweeb let her hand drop so she could hold it out for the boy who was _still _lying at her feet on the mat.

And the look on the guy's face when he saw her do it…

It wasn't angry. If it was, Ben would have been on his feet in a _heartbeat. _No, it was _so _much worse. It was the wide-eyed stare. One that was just _awed _and didn't go away even as she pulled the boy up and he made his way back to the guys from his dojo, his eyes on her the whole time like -

"Ease up on the death glare, Shorty," Paul murmured beside him as the lanky blond boy bounced an elbow into Ben's ribs. One that shattered that train of thought with one that was _so _much worse. "I thought he was going to try something, too, but… Well, we warned him not to go easy on her just because she's hot."

"As if!" Ben snorted, the words just slipping out and making Paul snort back a laugh. One that made Ben's hands tighten into fists and he didn't even know _why. _Not when the boy wasn't anywhere near as big a jerk as Ben used to think and what did it matter to him anyway if he thought that Gwen was hot or that the lug across the mat couldn't stop looking at her? His Dweeb wasn't…

Wasn't…

He didn't know and he didn't have a chance to find out before another voice cut in. "Is there a problem, gentlemen?"

"No, Sensei!" They said together as they turned to the man who was dressed in a gi just like theirs, except his belt was still a plain white one. Not that there was _any _doubt about who was the master.

Or who didn't buy a word as the man just stared at Ben for a moment that went on forever. One that was all the worse for the three wrinkles that the stare left in his brow until Ben _finally _let his hands relax. It was almost a relief when Sensei sighed and clasped his hands behind his back, but none of the wrinkles went away as the man said, "Tennyson-san, if I'd known…"

It was only the first and most important lesson Ben had learned at the Dojo that kept Ben from flinching when he heard the rumble that should have come from a thunderstorm, not that it kept him from smirking as he jumped to his feet or stop his mouth from saying, "Don't worry, Sensei. I've _got_ this."

Another wrinkle appeared at those words as Paul snorted at his side, but Ben didn't _care. _Not after a year and a half of practice and more bruises than he could _count _just so he'd be ready for today and most of them were from the girl who was waiting on the mat, who he'd _show _just how good he was now if Sensei would ease up for even a minute...

"You've only had your green belt for a _month, _Tennyson-san_," _Sensei said, his words cutting through the daydream that followed Ben ever since their last birthday and saved him from the heat he could feel building in his cheeks at the thoughts. "And we've already earned the gold. There would be no shame in stopping now if - "

"I'm ready, Sensei," Ben said instead of the words he wanted to as the joke and the daydream both vanishing as he bowed again just so no one could see the panic in his face. _Stop? _After all of this? When they had the whole _summer _still in front of them?! He _had _to show her. He _had _to!

The world seemed like it just went away as he focused on the man even though Ben could still hear the cheering and the people talking from the stands that were usually folded up all around them was quiet enough that he heard the man let out another sigh that sounded like it could have come from a tea kettle before he stepped aside. "Very well. You have earned the chance. If this is what you want, I will not stop you."

Sensei didn't say anything more after that, which was good because Ben wasn't listening. He barely remembered he should bow again before he rushed the mat before he could change his mind. A rush that turned into a stumble as he watched his Dweeb pick up her water bottle from the floor by the mat and took a swig even as she pulled her bare foot close to her butt in a stretch that stole away all his brags he had ready and left him stammering the lamest thing _ever _instead_. _"G-good fight."

God, where was old squid-face when he needed him? Having his arm sawed off would be less _painful._

"Thanks," Gwen said as her smile turned into a full grin as she ducked her eyes and her cheeks flushed even as the bottle shot back up to her lips. Lips that tasted like _cherry _and -

_Stop it! _Just _stop it! _New Year's _**bad!**_

Five _months! _That's what Ben told himself as he tried to look at _anything _that wasn't her. Not that it _helped. _Not when even the paintings on the walls had splashes of red and green that just reminded him of _her._ Reds and greens and the same shade of _pink _that he'd seen on her finger and toenails the moment he saw her kick off her shoes before the tournament started. A color he knew she hated and that she'd only put on today because she was a _Dweeb _and she was being a pain before she even started smirking when she saw him staring.

Like he saw her doing _now _around the top of her water bottle, and even her smirk looked -

Stop it! It was _Gwen_! Bossy, know it all Gwen. His cousin. She was his sweaty, gross dweeb of a _cousin. _It was beyond sick and nail polish didn't change _anything. _Neither did lip gloss. Ben told himself that over and over again every time he was with her now, but he never listened. He knew that if he told her that she'd just smile at him and lift her chin and say _Now you know how your teachers feel, Doofus!_

It was almost worth telling her just so he could hear her laugh as she said that. Almost, but it wasn't worth the risk. Not when she didn't like him like that.

Not _yet._

The thought made him smile as he watched her run a hand through her sweat-dark hair as she took another drink from her water bottle, one that did things to her throat that he never should have noticed and almost sent him stammering again when she caught him and he just _barely _covered it up with a snarky "If you need a minute before I kick your butt…"

"Like it'll take me that long to kick _yours_," The dweeb snarked right back as she let the bottle drop from her lips and ran her left hand through her damp hair. Hair that she'd pulled back into a little ponytail because she couldn't wear her clip in the tournament. One that he would have given up all his comics just to give it a tug, which didn't make _any_ sense and he knew it but he couldn't stop thinking it.

Not that he'd let _her_ know that. "As _if, _Nerd girl! Get ready to taste mat."

Her mouth dropped and her green eyes glittered even as she gave him a shove. "I think your head got kicked too hard in your last match because you're _dreaming, _Ben!"

Only a long-suffering groan stopped Ben from saying anything more as Sensei stepped up between them. "Shall we begin?"

Ben nodded to the man and whispered, "Dweeb," as he went to get into position on the mat.

"Doofus," Gwen whispered right back as she set down her water bottle and jogged to her position as Sensei watched them both with a forehead that was nothing but creases now before he bowed to them both before he backed away without giving any of the advice he had in the other matches as the dojo went quiet.

Almost quiet.

"Get him, Pumpkin!" Uncle Frank shouted with a laugh from somewhere behind Ben. It was the loudest thing he'd ever heard the man, and this time the dweeb wasn't the only one blushing as they stared at each other because their whole _family _was there, watching. Even Grandpa was here - _finally - _because somehow they all _knew _it would end like this.

"You got this, Ben!" His dad shouted and that was even _worse. _Almost as bad as the fact he _knew _what their dads would be whispering to each other now and reaching for their wallets while Grandpa just shook his head at them and his mom hid her face in her hands even though they hadn't even started yet.

And his aunt…

Aunt Natalie would just be _glaring. _Ben was as sure of that as he was that his Dweeb just wanted to _disappear _as she stood there, her hands twitching at her side, because _she _didn't need her imagination. Not when they were all right in front of her and she could see _everything_. Or she did until he stage-whispered, "We can't take them _anywhere," _as he made a show of rolling his eyes as she shook her head for the audience, but the way her lips curled up into a smile? That was all _him._

He told himself that anyway, as his face warmed.

Then their family and the rest of the crowd faded away as the Sensei from one of the other dojos who was here today came up - a built guy with blond hair who looked more like one of the bullies from Ben's school than a man who deserved the name - and looked at them both, but his gaze stayed on Gwen's the longest as he frowned before he shook his head. "Are you ready?"

"Yes, Sensei."

"Best of three falls wins," he said the words that they'd been hearing all morning. "May the best man win."

"Yes, Sensei," they harmonized the words as they bowed to the man again even as Ben fought down a laugh at the glare his Dweeb sent the wanna-be Sensei, and he almost made her laugh with the face he made as they bowed to each other.

"Begin," the man said before he backed away, and then it was just them.

They'd done this so many times before. In the dojo and their backyards and the park and on more rooftops than he could _count _late at night when there weren't any more butts that needed kicking and they needed the watch recharged before they got smoothies. They'd sparred with magic and the Watch in the woods and with words for all their lives and he remembered each and every one as he dropped into his usual stance with his arms up and his feet spread wide for balance.

They started slow, just approaching each other with both of them on guard and ready. That was what Ben thought, anyway, even as he felt fresh sweat run down his back as everything Sensei taught him - everything _she _taught him ran through his head again as he watched her bounce on the balls of her feet with her hands up and ready and her face set. '_I don't watch their hands and feet, Doofus,' _she'd told him after the fourth time he'd ended up on his butt in class when he _finally _knew enough that Sensei let him spar. '_Not in here and not when we're out __**there. **__They'd flatten me if I did that. I watch their __**eyes. **__Sensei said that you can see what they're going to do in them and he was __**right.'**_

And so was _she. _He didn't end up getting clobbered nearly as often after that. Only…

Only it was _different _with his Dweeb because looking into the emerald green of her eyes was almost as distracting as her lips. Distracting enough that he didn't _care _what they said as he watched them. He just stared into the green of them and felt his stomach lurch as he tensed up for a quick punch.

A punch he never threw. He never had a chance. He didn't see her foot coming until it caught his chin and after that…

"Point!"

Ben blinked at the word as he stared up at the rafters and the lights and speakers hidden in them. All the stuff he'd seen too many times already, in this school and his last, as he heard people cheer and laugh around him because gym was always the _worst. _That's what he thought, anyway, before the ceiling disappeared and worried green eyes took its place as her knees hit the mat at his side.

"Doofus?!" Gwen asked and she sounded just this side of _panicked _as she reached for him as the crowd groaned in sympathy and two women gasped just to make it _worse. _No, nothing was worse than the worry he heard in his Dweeb's voice. "I thought you were going to _block _it_! _I was just - Are you okay?!"

"I'm fine," Ben somehow got out as he slapped away her hands and rolled away even though his head was still ringing. And then he heard a noise cut through that, one he _never _wanted to hear as he looked back and saw wet glisten over the green and he made himself grin even though he just wanted to kick himself even harder than the one he just got. "Please. Don't look so smug. You just got _lucky, _Dweeb!"

"As if!" Gwen shot right back and he knew it was just from habit because the worry didn't go away. Not even when he was back on his feet and the audience cheered just for that, but she finally stopped clutching her hands together as Sensei gave him a nod and let him get back into the starting position before the wanna-be came back up.

"Begin."

This time Ben didn't make _any _mistakes as he crossed the mat, but he could see her holding back even as he came at her hard and fast with kicks and punches_. _Ones that were high and low and she danced around them like they were nothing, but she didn't even _try _to hit him back. Not until it was too late and he had her feet swept out from under her and he followed her down to the mat so he could pin her _right_. The crowd didn't cheer _nearly _as loud then, and there were so many more gasps as he stared down at her and watched his Dweeb blink in shock. It was a look that should have been _so _sweet and just made him want to scream as he leaned up so he could let out a yawn and tell her "If you're not going to even _try _I might as well nap, Dweeb."

There wasn't _any _worry left her eyes after that. Just the forest fire as she slapped his chest and growled, "Get off me, _Doofus!" _He did even though too much of him didn't want to. The part that always missed how warm she was after she went home from the movie nights she called a date once and made him grin now as he held out his hand. A hand Gwen _ignored _as she jumped back to her feet and _glared. _

It was all Ben could do not to _crow _because this was every dream he'd _had _as they went back to the starting positions and he almost danced as he waited the ten seconds before he heard, "Next fall wins! Begin!" He was moving almost before the word even finished and so was _she. _They charged across at each other and he ducked the foot that shot out at his chin even as he threw every move that he _knew _as quick as he could.

He felt her hand slap aside his foot a moment before it would have caught her, but she didn't look the least bit worried as she threw an elbow at him. One that would have stolen away every breath he'd ever taken if it hit, but he spun away from it and felt the nearly lethal point of her elbow brush across his chest as he threw a punch. A sloppy one that she didn't even try to dodge and just blocked as she shook her head just a fraction, just enough that he _knew _she was giving herself the win already.

_Good._

'_Stop acting like you won before the fight's done!' _He'd never forget those words even if he couldn't remember when she yelled them at him or why, but he was so glad that she hadn't paid any attention either as he saw her foot come up.

It was worth the jolt he felt up his whole arm just for the look on her face when he caught it and locked it under his arm in a hold _she _taught him. One that brought him close enough that he could _see _her gasping for air and the hair that slipped out of her ponytail and fell across her face as she just stood there and stared in total shock as her mouth dropped open as she bounced there on one bare foot.

On toes that were painted as pink as her fingers were as they stood there eye to eye and almost nose to nose and close enough that he could _kiss -_

The thought only distracted him for the second it took her eyes to go so wide, and then he felt her leg tense in his arm. That was the only warning he got as she jumped and twisted in the air so she could kick free and send him stumbling back. Somehow he stayed on his feet as she landed on hers.

And somehow he knew that wasn't why she had her head cocked now as she just stared at him with a red face from across the mat. He just wished he knew if the corners of her mouth really were twisting up as the crowd went quiet.

It didn't matter. He didn't even try to hide his grin because he _knew _his Dweeb. Everyone was _always _telling him that _he_ should calm down, but he knew her, and he knew her temper. She kept it tied down like she did everything else behind a mask made out of snark and superiority because she never let herself _feel. _Never let herself be anything but _perfect _and controlled. That was the _boring _Gwen. The one who rattled off facts and acted _so_ superior...

And the one who was so much fun to bug until she _stopped _and turned into the Gwen in front of him now. The one who chased after him red faced and screaming because of a stink bomb or a snowcone snowball. This was the her that was still such a nerd and that just made the way that she argued with him _every_ single day of their first summer so much more fun as she said things no one else would ever even think of and made him scramble just to keep up with her.

This was the her that she hid away from everyone else. Everyone but _him. _The one that didn't worry about what everyone else thought or about being a _lady, _whatever _that _meant. The one who looked like she had a fire in the forest of her eyes and the widest smirk he'd ever seen as she launched herself at him again.

And Ben laughed as he charged forward.

He couldn't help it even though it was the dumbest idea he ever _had. _Even after all his time in the dojo she was still faster than he was and she proved it with every kick and punch she sent his way. All of which was so much more precise than his were and fast enough that he barely blocked them while she danced away from his. She swept for his feet and he jumped over her leg. He grabbed for her arm again and she spun out of reach as the crowd around them got quieter and quieter until they just stopped and all he could hear was the slap of their bare feet on the mat as they _moved._

Not like they did _here _when it was just practice and a game either. No, they moved like they did when it was Hero Time and it _mattered._

Faster even. He _had _to. _None _of the bad guys they'd gone up against fought like her. Most of them just fought like he used to, all wild swings and charges that only their strength let them get away with. Only old Squidface even came close to the girl who _earned _the nickname even if she _hated _being called Honey Badger, and Vilgax was too big. He'd _never _be as quick as his Dweeb. Quick enough that her foot was a blur as he slapped her kick away a heartbeat before it would have caught his chin again and he felt the force of it in the breeze that played at his hair.

Ben let out another laugh as he imagined them doing this when she had all the charms and he had the Watch's Master Control unlocked again. He kept laughing inside even after she broke the hold that he got on her arm before he could do anything with it because he _knew _that the jerk he almost grew up into never had. There wasn't any way he could have and been that _grumpy _if they had because this was _awesome_ and it only got better as it went on.

It was even better than Sumo Slammers, which should have been _impossible. _He just wished it could have gone on forever.

Not that it _could. _Grandpa always said that and as hard as it was to just stand there and smile as the man slapped his shoulder this morning as a hello he knew that he was right. Ben knew he was right even before he saw his Dweeb stumble as she spun away and he sucked in air.

They'd been sparring all day as they worked through the tournament, but none of their other matches had lasted this long. Ben had gotten a break while she hadn't and he was feeling the burn now anyways. One that made his arms and legs feel like they were in cement even as he tried to find all the air that wasn't there, but his Dweeb looked even _worse _with her face so wet with sweat that it was _dripping _off of her as she caught herself a second before she would have twisted wrong on her ankle and gone down. It didn't stop her from spinning back to him, though - spinning so fast that her ponytail went flying and almost caught her in her chin as she brought her hands up again. Her hands shook from the strain and that was when Ben _knew._

He had her. He couldn't believe it. He _had _her!

Gwen threw another punch at him and it was so slow and sloppy that Ben knew he was right even as he ducked her fist and spun around, and his face split into a grin. He could already feel his tail sweeping her legs out from under her and even if that didn't finish her the roundhouse kick he'd give her at the end of the spin _would. _He had her! _He __**had **__her!_

Even if he only beat her today, that was all he needed. She'd see that he was more than just her Doofus cousin! She'd -!

It only took Ben a heartbeat to remember, but that was enough. He was only halfway through the spin and too slow to do anything else when he felt her leg sweep his foot out from under him and then her hands were on his jacket before he had a hope of recovering as she pulled him down and somehow got on top as they hit the mat and she sat down _hard _on his chest and brought her fist up for a blow that never came.

Not before the whistle beat it anyway. "Point. Match! Gold goes to the Rising Phoenix Dojo!"

And Ben wished that Gwen _did _punch him as he laid there and listened to the crowd cheer and rush to their feet as he just stared up at her and she stared back. "Ben?" she started as he closed his eyes and let his head fall back against the mat and it was almost the same thing.

Almost.

"B - ?" she started again and then she was just _gone _as more feet filled the mat.

Feet and words. "Congratulations - !"

"Way to - !"

"You sure showed - !"

Words from the rest of the kids at their dojo. Words she met with stumbled thanks as they slapped her back and acted like this was something _new. _Like _anyone _was good enough to beat her if the fight was even a little fair and even if it wasn't usually. Like _he'd _ever be good enough…. "Damn it!" Ben growled at the thought as he smacked the mat and felt the burning behind his closed eyes.

Burning that no one else saw, but somehow someone heard the words. Either that or Sensei really did have eagle eyes because he heard the man snap, "Benjamin!"

And things got that much worse.

Ben wasn't even a little bit surprised that the crowd went quiet then. It was _Sensei. _He didn't even care about all the eyes on him when he finally opened his. Not even his teacher's hard eyes and all the wrinkles in his brow as he glared or the words that followed. Words that were almost a growl and meant for him and him alone as Sensei loomed over. "You fought well. I had almost thought you'd learned to control your anger. There is no shame in being second best, but there is in acting like a child about it. Apologize."

No, Ben didn't care about any of that after the moment that it took him a moment to catch on. A moment and a glance over at his Dweeb, who was standing just a few feet away and not looking at him, not really. Not that it did anything to hide the way her smile had frozen or the hurt in her eyes as she stood there with one hand held high over her head as the other reached up and squeezed at her gi just next to her heart where he knew the charm he'd given her hung.

What was he _thinking?_

"Gwen," he croaked out as he tried to find the words and push himself back up at the same time. Words that wouldn't come as she just _stood _there and everyone else stared. "Dweeb…"

And then he remembered what she taught him. The first lesson he ever learned in this dojo and the one he used the most, but he never meant it as much as he did today when he bowed to her.

She didn't bow back. She stared at him, but she didn't bow and he tried to tell herself that she didn't have a chance. Not when Grandpa was just _there _and pulling her close. "Great match, Pumpkin! You two were better than _anything _that I saw at the Garden last year!"

"Thanks, Grandpa," Ben somehow heard her say as she disappeared into his arms, but the words sounded so _strangled _as she did and he knew it wasn't because of anything that their Grandpa had done. The thought made him turn away even as he heard her add, "You said you'd _shave!"_

He just wanted to disappear as Grandpa's laugh filled the dojo even as the rest of what he said disappeared. The crowd _should _have been thick enough now that everyone was off the bleachers. He'd done it before, but his father must have picked up _something _from his Grandpa after all, because he barely made it outside before there was a hand in his hair. "You're not getting away that easy, Sport!"

The words came with a grin even as his dad made a horrible face and made a show of wiping his hand on his jeans. A show that should have sent Ben _running _and maybe he would have if his mom wasn't pulling him into a hug a second later. "I don't know why you have to leave right now," she said and he heard the tears in her voice.

"The road's waiting, Mom," Ben said the words he heard his Grandpa say every morning when it was still dark out as he tried to squirm out of her arms. It must have sounded better to Grandpa because his mom just hugged him tighter.

Too tight as she kissed the top of his head even though he was sweaty and gross. "You have enough time to come home and get a shower, don't you? And get some snacks? Carl, go find Frank and Dad and tell them - "

"Mom!" Ben groaned because that was the _last _thing he wanted as he finally pulled free and said the words he knew he had to instead of the real ones. "It's _summer!"_

And the last thing his dad let happen as he took mom's hand and pulled her close so she could hide her face in her chest and everyone around pretended that they didn't see. "We gotta let him go, Sandy Bear. Or else he'll be living with us when he's forty." The words came with a wink.

One that his mom didn't see as she asked, "So what?" But she nodded into his dad's shoulder anyway before she came up for an avalanche of questions, "You have everything, right? You packed your toothbrush and your summer reading?"

And his mom might be wiping away tears, but that didn't stop Ben from crossing his arms and snorting. "Please. It's _summer. _I'm not going to be reading. Or brushing my teeth!"

"Ben!" His name should have gotten at least a little smirk because it wasn't often he got both his parents at once, even if he was sure his dad was just putting on a show, but it didn't. Not when he saw his Dweeb just on the other side of the door. The dweeb and Army Girl, who was standing there _talking _to her just like she was all last night when Aunt Natalie had the _brilliant _idea to take them all to the most awkward movie Ben had ever seen because the girl wouldn't stop _whispering _stuff to his Dweeb and giggling every time she looked at him.

Girls were so _weird! _All of them but his Dweeb. Weird wasn't a big enough word for her.

It should have been the _worst _and it _was _until he saw the look she was giving him now. One that was just _cold _and right up there with the best he'd ever seen while he was kicking bad-guy butt before she put her arm around Gwen's shoulders and turned her back to him.

And he didn't even know what her problem was. That should have been the worst part, not that Gwen _let _her. Not that he wouldn't even _look _at him. "I need to go," Ben somehow forced out as his stomach fell to his feet and he gave his parents one last hug because there wasn't any way they'd let him go before he did.

"I guess that your cousin has enough books for both of you," his mom said with another kiss into his hair and Ben just squeezed his eyes shut tight at the touch and the thought. Especially when his mom added, "I'd tell you not to drive her too crazy, but I know that you'll take good care of her."

But he was glad that his mom was there just so he didn't see his dad's face at that. Not when he heard the man make a noise that was as weird as how he was acting around the Dweeb before he clapped Ben's shoulder again. "Give us a call this time, Ben. Give us some clue where you are."

Ben wished he _knew, _but he just nodded and ran the second he was free. The noise disappeared the second that he got the Rust Bucket's door closed behind him. It should have felt like coming home, but he still couldn't breathe. Not even in the sudden quiet. Not when he saw Gwen come running out of the dojo through the window a second after he did with Army Girl still glued to her side and their families all around them. He saw her and he _knew _he wasn't safe yet. Not when her face was still twisted with all the stuff he didn't want to face.

He couldn't use the Watch, no matter how good it felt as his fingers moved and he stared at all the ones that went by as he twisted the dial until he stopped at XLR8 and _glared _for all the time he had before he ran for the one safe space that was left.

The shower wasn't much, but it let him ignore Grandpa when he heard the man knock and call through the door and the Dweeb when she _didn't. _For once, Grandpa didn't even wait until he was done before he started up the Rust Bucket and got them going, but Ben didn't care. There wasn't any chance he'd slip now. He could have stayed in there until the hot water died and the tank ran dry, but he didn't.

Not when he knew who would be waiting for the next shower, even though it would have been so funny.

But he did drag out drying off and getting changed for as long as possible before he cracked the door and hoped that there was one more miracle coming his way. A miracle where the Queen of the Dorks had gotten over it. There _should _have been after all the times he saved the day.

But the universe was a _jerk _and she hadn't. Over _course _she hadn't.

Gwen wasn't even sulking at the table or on the couch at the back. She didn't even bother to get changed as she stood on the other side of the door with her arms crossed and between her glare and her gi she _filled_ the crowded space as she snapped at him the _second _he opened the door. "Did you think I would just _let_ you win?"

Ben almost slammed it in her face just so he'd have more _time. _Only the hurt in her eyes stopped him when he started to. That and how _stupid _her question was. "What? Who'd want _that?!_"

Please, a _pity _win was the last thing he wanted. He couldn't believe that she even thought that. Her letting him win would be way worse than her beating him. "When I kick your butt, I want bragging rights." And cheaters didn't get those. This wasn't Sumo Slammers, where those codes were just a part of the game and if she didn't catch on…

Well, she was the brains and she should have thought of that.

The Dweeb's expression changed as she finally settled on an emotion. Too bad for him that the one she chose was angry. "Sure you didn't. _That's_ why you're hiding in the bathroom."

"I wasn't hiding. I wanted to get cleaned up for the trip."

That got a sniff that was almost a snort. "Since _when_?"

"I'm not a slob, you know."

Her laugh was almost bitter as she repeated, "Since when?" He just kind of shrugged and waited for the next volley, one that didn't come as she just sagged and sounded so much smaller as she asked, "How long are you going to be mad that I beat you?"

He blinked and stared. _Girls. _"I don't even know what you're talking about."

"_Sure_ you don't, Ben!" She snapped as she cocked her head and squinted at him. "You just wanted to get a _shower _for the first time ever!"

"I _did! _And _I'_m _not!" _He snapped at her as he waited for her to get mad again so that this would end in a fight where they didn't talk to each other until the end of the _day _again like they always used to when things made _sense. _Days even. Maybe even a _week _where she just ignored him and - and it was too _much. _"Can't you just let it go?" He asked as he felt himself crumble at the thought. The flat look she gave him was enough of an answer. He sighed. "I was _stupid_."

She jumped at that. "What?"

"At the end of our match, when I – it was _stupid_."

"When you tried that spin kick?" He just nodded as his shoulders sagged. Especially after her eyes lit up with confused understanding. "I was ready for it, and you knew it. What were you thinking?" There wasn't any mocking in her voice that would have made getting mad so much easier just honest curiosity. The kind that usually made her nerd out over his math homework until she figured out what he did to it.

"Of course you can't just be happy that I admitted it," Ben grumbled because she had him trapped, so he bit the bullet. "I forgot I didn't have a tail, all right?"

"Well, not since the doctors cut it off," Gwen said as her lips curled into a smile like it was a _joke_.

"I'm serious. I was going to use it to sweep your feet out from under you and finish with the spin kick. I thought I was… I just lost track of which me I was for a second, all right? Is that good enough?"

Gwen gave him his least favorite look. One that was so worried that it was almost scary. She ran her hand through her sweat-soaked hair again, looked down at the Omnitrix on his arm, and then up the aisle of the Rustbucket. "Maybe..."

He hid the watch behind his back because he _knew _her. "It was just a mistake. Don't make a big deal out of it."

"We should tell - "

"I'm not bugging Grandpa about it and neither are _you!" _He almost hissed as he grabbed her arm before she could do just that. "It's nothing to worry about and he just got _back_."

Those words stopped Gwen dead in her tracks and made her face twist with worry as they both stared at the back of the seat that just about hid the man. Her eyes were so big and miserable when they met his again and she asked the _worst _question. "If it ever is... You'll tell me, right?"

He wanted to lie. He used to be able to lie to her, back before she looked at him like _that, _and before the touch of her hand as it found his wrist made his heart race as he nodded because he didn't trust his voice. Not that it stopped _her. _"Promise?"

Ben rolled his eyes. "Promise."

She nodded and squeezed his arm as she gave him a shaky smile. "It was a good match."

Ben smirked at the words. He couldn't help it. Not when the tension was just _gone _and he could breathe again. "I almost had you."

"No, you didn't."

"So did."

Gwen ran her hand through her hair and bit her lip. "It was close," she allowed with a grin.

A grin that he returned. Damn it. "Next time," he promised. "Next time I'll get you." And then _maybe..._

"No, you won't," she said in the same teasing sing-song tone she'd used right before…

And they froze at the words. Ben felt his face burn as she ducked hers because that was the closest she _ever _came to talking about New Years'. He watched as a blush filled her cheeks and rushed down her neck until it disappeared under the white of her gi. It was the best one he'd ever seen her make and was the only reason he dared to ask, "Dwe - ?"

Not that she let him get even _that _far before she spun away and grabbed for the clothes and towel he didn't even notice were waiting on the counter behind her. "I'mgoingtogetready!" she said in a rush as she tried to push past him without touching him in something that looked like a dance that stole his breath and thoughts away until long after the door was closed.

"Ready for what?" He finally asked the door. Not that she answered, she didn't make a sound even as he pounded on it and asked again just so he could annoy her, but she won _that, too_, when he heard the shower start and he bolted away.

But he didn't _run. _"Heroes _don't," _he grumbled to himself as he went up front to ask Grandpa. He wasn't a _wuss. _He just wanted to know what was going on.

He didn't buy it, but Grandpa Max did.

"I made reservations for dinner tonight," Grandpa Max said with all the excitement Ben didn't even know he was missing until now. "I was trying to figure out a good way to start this year's trip. Maybe make up for..." His voice faded for a second. "And your cousin suggested we go out somewhere fancy to celebrate your first karate tournament together, so we're doing it in style!" That got another laugh, one that didn't last nearly as long as the first before the man looked over. "I hope you know you should be proud that you've made it so far, Ben. I am. The fact that you are the second-best in the whole _district _isn't anything to be - "

"I'm not mad, Grandpa," Ben somehow just said into the headrest of Grandpa's seat instead of screaming out the words. It was easier than thinking about the girl who was _still _in the shower behind him or the man in front. The one who should have _been _there all _year _and not just today. Who _promised..._

"Good," Grandpa Max said with a chuckle like the last year never happened and if he was _anyone _else, but he wasn't. "Anyway, it's a great place, even if we do have to get dressed up. They make some of the best steaks I've ever tasted that weren't homemade. I thought your mother was going to tell you. I asked her to make sure that you packed something nice to wear."

"Dressed up?" Ben asked, but he didn't groan until he looked down and realized that Grandpa was wearing a _real _shirt and not the Hawaiian one that made eyes bleed. He didn't remember Mom saying anything when they were packing last night, but he had been so glad he was home after the movie and excited about today that he just sort of nodded while she talked.

Grandpa Max sighed. "Please, Sport? For me?"

Ben groaned again and dragged his feet to the bedroom in the back to get changed. He should have _known _when he opened the closet and found the fancy clothes just waiting for him. A door he kicked before he grabbed the pants and a shirt and slammed it on the tie and jacket. "Steak isn't _that _good. And they better have fries!"

The jacket was still in there when he got out, but the tie was waiting on the table.

"That's supposed to - " Grandpa started after he parked and got up. Started and stopped as Ben just _looked _at him. The man grinned instead of freaking out like his parents did more times than he liked, and nowhere near often enough that he could tell which way that they were going to go. At least that wasn't something he'd have to worry about here. "_I _like the look, Ben, but some people might appreciate it if you tucked in your shirt and brushed your - "

"If the Pepe le Pew at the counter doesn't like it…" Ben grumbled before Grandpa could finish as he slumped back in the booth and finished wrapping his dark green tie around his arm above the watch.

Grandpa laughed at that as he clapped his shoulder, and the sound of it made Ben relax, even if it wasn't for long. "It's not the waiter you should be afraid of, Sport."

"I'm not afraid of _her," _Ben mumbled as he looked at the bathroom wall. He stared down monsters, but the sound of the shower running? _That _made him blush and look away. At least Grandpa didn't see as he made his way to the back so he could get changed, and Ben _almost _met his eyes when he came back in a suit as the Dweeb rushed by him and the squeak of the curtain on its rod made the same that she did, and he wanted to when he got a glimpse of her blue robe.

A glimpse that only lasted a second before he spun away, but still made his heart _pound _so hard that even _Grandpa _heard it. "Everything okay, Ben?" Grandpa asked as he settled down in the booth across from him with worry written in the lines of his face, and there were _more _than there should have been. More than he'd had last year, Ben was almost sure of it. Those wrinkles were as out of place as the white beard that covered Grandpa's chin now and he hated it almost as much because it just looked _wrong._

Not that he knew why he hated it any more than he did why the man wanted to look like Santa Claus to begin with. "I'm just not used to seeing you in a shirt with only one color, Grandpa," Ben said instead of what he wanted to because he wouldn't get an answer anyway. He already knew that. And he wasn't going to answer any more either. Especially about questions that he _couldn't. _Like why his face burned when he saw his Dweeb in a robe or what he was thinking when he agreed to come when he _knew _she got a shower every day because she was a girl and…

And he'd have to survive three _months _of it!

"Hey now! It's not as good as my old one, but I think it's stylish!" Grandpa said as he pulled at the shirt before he poked the tie. "This is a bit much though. I think you had the right idea about this thing though."

"Duh," Ben said, and he felt the sweat between his shoulders as he _didn't _look at that curtain because he didn't. He _so _didn't.

Three _months..._

\- o - o - o - o - o -

An hour later he didn't care about three months or what the dweeb was wearing or anything else because he wasn't going to see _sundown. _Not when he was too busy banging his head on the back of his seat while his stomach let out a roar that would have sent Animo's monsters running. "What's taking her so long?"

"You're never too young to learn this lesson, Sport, and it's an important one. Women run on different clocks than we do," Grandpa Max started before he looked at his watch and added a muttered, "and restaurants. They aren't going to hold our table forever."

"And for once it isn't my fault." No one liked the truth, Ben knew that even before Grandpa did his best to nail him to the seat with a look. It was the same look he'd gotten when he'd wrapped his tie around his forearm like it was so much tape at Karate, and it got the same smirk.

"I'm going to check on her," Grandpa finally said with another of his sighs.

Ben couldn't help the face he made at that as he pictured the ten minutes that would waste, and he was hungry now. "Leave it to the master." He shoved himself up and ran to the back. Grandpa Max must have been dying of hunger too because he sat back down. Ben went back and banged on the wall next to the thick curtain. "Hurry up, Dweeb! Some of us are starving!"

"I'll be out in a second, Doofus!"

"Ben," Grandpa said in warning.

"I've got this, Grandpa," Ben called over his shoulder as he grabbed the curtain as his stomach roared again because a hungry hero wasn't a hero at all. He was sure that was in the code Ulitmos gave him _somewhere. _He knew it was, and if it wasn't… Well, one day he'd be the hero to heroes and he'd _add _it in. "I know you didn't fall in, Dweeb! You're in the wrong room for that so you've got to the count of three to put that stupid book down and - "

"I said I'll be out in a second! Go away!" The Dweeb shouted and he _knew _he was right and that was why he grabbed the curtain.

"That's it! Three!"

"Ben!" He heard Grandpa Max shout, this time in horror as he yanked the curtain open with all the care he'd had two years ago when everything was _normal _and he'd had to drag her away from her books or her computer all the time_._

"Don't even pretend you're not dre - " Ben started as he looked in and froze because he was _wrong. _He was so wrong. Not about her being dressed. Thank God. She was sitting on the couch in a powder blue dress that came down to her knees. One he'd never seen before and he couldn't stop looking at even though he'd seen her in dresses before, but they were weird _puffy _things and her uniform was for school and _dull. _None of them were like this. None of them made his stomach feel weird and palms sweaty as he stared at her. She wasn't even wearing _tights _and her legs were as bare as her arms and -

And it was too much! So much that his eyes darted towards hers because that was _safe. _He could handle her glaring, he had _plenty _of practice with that. He couldn't handle seeing what she'd done with her hair though. Not just because of the big butterfly clip that she had on the back of her head which should have looked so stupid on her, but it didn't. No, it was just the way that she'd braided some of that red hair into a crown that he knew he'd seen somewhere before - but never like now. Nothing looked as good as the waterfall of red hair that slipped under the braid and spilled free down the back of her neck until it brushed her almost bare shoulders and the thin straps that covered them. Free like she was when they heroed and sparred and Ben felt his mouth drop open as he stared because he'd _never…_

Never seen anyone look like she did when she spun around with her lips spread in a perfect O of horror. A mouth that looked _wrong_ with red gunk smeared on her lips and the skin around them, but not as wrong as her eyes. Those were lined with something dark and looked like they were different sizes. It took him only a second to see the pencil she had clutched in her hand and the tip pressed against her skin and he asked the first question that popped into his head, the first and most obvious even as he looked at the box by her knees that so _wasn't_ a book. That was the furthest thing _possible _from a book that held more pencils and brushes and splashes of color. "Is that _makeup_?"

"No!" The Dweeb shouted in her worst lie ever, but at least it broke her out of her shock. She spun around and threw the pencil at him. It clattered off somewhere in the Rustbucket instead of coming anywhere near him because she was _shaking _as she jumped up to her feet. When he still didn't move she shook her head and stomped her foot as she shrieked, "What's _wrong _with you! Get out!"

Ben wanted to. He really did, but his feet wouldn't _listen. _Even after he heard Grandpa Max shout the same thing as he got up behind him. He couldn't move anything, not even his eyes as he stared at her. Finally, he managed to force out the only word that was in his head. "Why?"

She startled like he had slapped her."Why? Why what? Why _bother_?"

He just nodded, he didn't have the air for anything else.

"Because for _once_ I wanted to look - " Gwen said, her voice bitter and hurt as her face crumpled and her eyes fell to the floor. Wet eyes. "I know that you think that it's an impossible task, but just for tonight I wanted to look _pretty_." She shook her head and shoved the box into the small trash can sitting next to the couch. "I know it's stupid."

"Yeah," Ben agreed. Her shoulders shook once as she finally looked away. He should have stopped right there. He should have turned and let Grandpa take care of her so they could go and eat. That's what he wanted to do. But he looked at her and couldn't. He rubbed the back of his neck and the words just slipped out, "Yeah, it's stupid." He started, and a dozen insults and jokes ran through his mind. Too many for him to even choose from and all of them were better than the words that somehow slipped passed the cotton in his mouth. "Because you're always pretty."

It was one of the things he knew without a doubt that he should never say or even think. Not even as a _joke _or an insult_, _and he couldn't play it off as that. Not this time. She didn't leave him enough air. She barely left him enough that he could say the words and he didn't know if anyone else could even hear them.

He wasn't even sure if she did as she just stood there as some of the black stuff around her eyes ran down her cheek as she just stared at him, but there wasn't any hurt or embarrassment in her eyes anymore. Instead, she just sort of blinked and gave him a small, shy smile as she ducked her head and brushed a hand at her hair. "Really?"

Ben looked at her and he could hear his heart pounding in his ears as his eyes went to her redder than normal lips. Then he turned and walked away. He had to. He heard Grandpa Max say something as he passed by, but Ben didn't hear the words and had no idea if they were meant for him or Gwen and the curtain slid shut before he figured it out.

And left him there all alone.

He didn't know how long he stood there with his mind racing, but he couldn't _think _and the watch didn't help. Not for this, this was more than even the little gray guy could deal with. The not thinking led him into the bathroom, where for the first time in his life he looked in a mirror for something else than to see if there was something on his face. He looked at himself and saw his messed up hair and his untucked shirt. He looked like he always did. Like he always wanted to.

Only now, it wasn't good enough and he didn't know _why. _It didn't matter. He closed the door anyway before he reached for Grandpa's hairbrush with a shaking hand.

\- o - o - o - o - o -

Ben didn't know the _dork _in the mirror when he was done. Almost done, only the tie wouldn't cooperate, and his fingers felt numb after all the times he fumbled with it until the knot was just a mess. One he forgot about as he heard his Grandpa finally say something loud enough that he could hear through the door. " - wondering where you got the stuff. I won't say a word, but I know that your mother said ladies wait until they're in high school before - "

Ben's fingers froze at his Grandpa's words and the noise that cut them off at the end. A noise that turned into words. "Only if you tell me who taught you how to clean up that mess. It wasn't the Plumbers, was it? " Ones that should have been a joke that ended in a laugh. He could almost _hear _his Dweeb trying even as she fished for the answers that they both wanted, but the only one who even chuckled was Grandpa.

"You caught me, Pumpkin. There's this species of alien that makes radioactive poop and - " And Ben almost choked even as his Dweeb shouted the man's name. "No, it wasn't the Plumbers. I just have a very evil sister."

"Aunt Vera?"

"The devil herself." Grandpa sighed at that. He sighed so hard Ben could almost _see _him shaking his head. "At least the cleaner is better now. She made a heck of a mess when she got back from the war and talked me into… But now's not the time for that story."

The Dweeb made a noise at that as the man waited and Ben leaned closer to the door. "You promise you won't tell my mother?" The words made Ben role his eyes because even after _everything _else it was still Grandpa and _no one _kept a secret like him. Not even the beard he was sporting now could change him that much, but he could still hear the doubt in her voice. "Michelle's mom got it for me as a going-away present. Michelle - She makes it look _so _easy, but..."

"But she's not putting the stuff on in a bouncing RV?" There was another laugh then. A soft one. A real one. The first since the man got back a couple of weeks ago that made Ben wish he could see his Dweeb's face because it must be turning _so _many colors now. "Don't be too hard on yourself, Pumpkin. I don't think that the dress code is _that_ strict here. Just do me a favor and track down your cousin while I go see if I can save our table?"

"Sure, Grandpa," he heard her say, and this time he _knew _he wasn't imagining the edge in her voice. Not then, and not when she knocked on the bathroom door a moment after the Rust Bucket stopped rocking after Grandpa got out as she said one word. "Ben?"

Ben felt his stomach turn to lead at his name and the sigh that followed it as he stared at the door for the second time that day and squeezed the tie. "Listen, Doofus. I'm sorry that I - " his Dweeb started and it was just too much. He twisted the knob and yanked the door open so he could get it _over _with. Her eyes were so wide. Eyes that were _hers _again, that didn't have any of the goop she'd put around them. It was all gone, except for the red on her cheeks that he didn't think came out of any makeup kit.

That and the emerald in her eyes, which _stared _at him as she bit her lip_._

Ben couldn't even _blame _her. "Let it out," he muttered as he reached up so he could yank the tie off and the rest wouldn't be far behind. "I know I look like a _\- "_

"Don't you _dare!" _Her hand was like _lightning _as it flashed out and caught his wrist and pulled his arm back down, but she didn't let go and she didn't say a word as she pinned him to the spot with her stare. Not about _him. _Not as she shivered and rubbed her bare arm with her free hand like she was cold even as she squeezed his. "Did you mean it? That I'm… That I look nice?"

He should say no because he didn't say _that. _That was so much better than what he did say, what he couldn't believe slipped out of his traitor lips. He should laugh, run his hand through his hair until he looked like himself again, and let everything go back to normal.

But he didn't. Like a Doofus, he just nodded and she ducked her head and smiled.

For a second anyway. "Stay right there!" She shouted at him as she spun away and dashed back into the back of the Rust Bucket for her set of drawers that were hiding by the couch. He stared after her, his face burning as he looked down because he couldn't _help _it. Who looked at girls' _butts _anyway_? _And who knew that their cousin's big one always looked the best, and somehow even _better _now as the clicks from the heels of her shoes filled the RV.

At least she didn't catch where he was looking as she straightened back up. Thank _God_. He was _sure _that she did when she turned and he saw her biting her lip, but at least the fire he felt burning in his cheeks wasn't anywhere near as bad as it felt. There wasn't any way she would have kept from saying _something _if it was. She just grinned and came running back with something in her hands, something wrapped in Sumo paper. "W-what's that?" He somehow managed not to squirm as he asked that and the fire burned hotter, but he couldn't help the stutter.

Her grin turned _evil _when he did, but she still didn't say a word as she shoved the present into his hands before reaching up and pull at her hair. "A present. Duh."

He shot her a look as she bit back a giggle. A look that would have been so much madder if there wasn't a present right _there. _One he tore into and blinked at when he saw the shirt it was hiding and the words and white faces splashed across it. "Detroit Rock -" he started, his voice choked as he remembered.

It was the first song he ever played for _anyone _except his parents or for Hero Time and they didn't count. He couldn't believe that she remembered. "Why?"

"Because…" Gwen started and for _once _she was the one stumbling over her words. "Because I - " she started before her face somehow managed to turn even redder than it had before. Red enough that he could see it on her neck and shoulders even as she ducked her head and said the rest in a rush. "BecauseI'm_proud_ofyou, Ben." One that ended with her darting forward and pressing her lips against his cheek again for the first time since he ruined _everything._

And Ben didn't even know how much he missed her doing that until right then as he cupped his cheek in his hand as soon as she darted back. And the fact that she couldn't meet his eyes as she reached for the charm that was hiding under her top didn't change that at all

His heart pounded out four beats before the sound was lost in the noise of him _demolishing _the rest of the paper so he could get at the shirt inside. It would have only taken a second to change, but she caught his hand again before he could even reach for the dorky one he was wearing. "_After _we eat, you Doofus!" She said with a bell of a laugh as she stood so close that he would have shoved her away if she was anyone else.

"Oh, yeah," he said back as he gave the shirt another look and set it down like it was glass and did just that, but he never took his eyes off of the thing. "Would I have gotten it if I'd kicked your butt?"

"Such a Doofus," Gwen sighed and rolled her eyes at that before she closed them and tilted her chin up as she leaned in close so he could _see_ the smug. "Maybe. But you'll never know."

"Next time," Ben promised even though it didn't _matter. _She was proud of him? "You just got _lucky."_

"That's my name!" She _preened_ as she wrapped his arm around his and tugged. "Now come on, I'm _starving _and that's a horrible thing for pretty girls_."_

"For a _clown," _he shot back, the words coming out too fast. Not that she bought it. If anything she just beamed more at the insult. "You're never going to let that go, are you?" Ben sighed even though he _knew _the answer. He knew it even before she smirked again and reached for his arm. An arm he pulled back as he faked a glare. "What about me? You never said how good I look!"

"Huh," Gwen said as she stepped back on a heel and tapped her chin. Then her hands moved every bit as quick as they had in the match and caught his tie. Ben sucked in a breath because he _knew _her and that smirk and he almost shoved her away even as he waited for her to pull it tight and choke him, only she didn't. She just undid the rough knot that he'd managed and her fingers just did _something_ to the stupid thing_._

Something that had it looking as good as Grandpa's when he looked down. "How did you _do _that?!"

"Magic," the complete _Dweeb _said with another smirk as she gave it one last tug and then let go, but she didn't let her hands drop. She just cocked her head and hesitated for a second, and then he jumped as she reached up and messed up his hair again. "That's better, Doofus," she said before he could catch enough breath for a yell, her green eyes sparkling as she took his arm again and pulled him to the side door. She pulled him and she didn't let go even after her shoes found the concrete. "Not _good, _but better." She said with another giggle that wasn't mean, just teasing and as warm as she was as they walked across the parking lot together.

No. _She _walked. She was _proud _of him and he _flew _as he held her close. He flew and he never even touched the Watch.

\- o - o - o - o - o -

**Omake: Finding Fault**

"_What are you glowering at?"_

Kasei Yamamoto tore his eyes off his students and swallowed the curt answer he had ready for anyone who bothered him as he glanced down at the slight woman who was eyeing him even now. Time had taken its toll on her dark hair just like it had his, but an eternity wouldn't be enough to take the edge off of her gaze. She proved that again now even as her lips twitched at her words.

He wished he could grin back as he looked back up just in time to see his second-best student disappear out the door while his best just stood there and watched as another girl held her close. "_I knew better_," he muttered, glad he'd put his robe back on just because it hid his hands as he squeezed them together as he watched the two Tennysons. The words were in Japanese, but he still whispered them because there were a few around who could speak it.

A few, even if they didn't do it nearly as well as the two he'd spent the morning watching. And the honor of _that_, at the way that they'd both learned a few words of his home tongue and they did it so well that he would have sworn that they'd lived in the homeland for all their lives…

Only his dignity kept him from blinking away the burning he felt in his eyes when he realized what they'd done all those months ago. And now, because they'd shown him far more honor than he'd had them today. They had every day, as the girl who proved all those who said that she had no place in the art wrong and the boy who couldn't go a _minute _without the device on his wrist and still never let it slow him down. "_The fault is mine."_

Her touch was as light as her steps had been as she took his hand and squeezed it. "_For what?"_

"_You saw them,_" he said, and even in a whisper, his voice thundered at that with frustration. "_The way they fought…"_

They were his _best. _Even most of his assistants just saw Karate as a sport and that was okay. That was what they _needed, _but Ben and Gwen? They were the students he hoped he was when he was learning after he left Vietnam and had to find himself again just like his father had a generation before. They were his best and proved it today, but the way they did it? Especially at the end…

Their moves were so quick and would have been brutal if they didn't match each other so well. He never even guessed that they learned his teachings so well, or that he'd feel sick after seeing the proof. "_They're both so competitive. I never should have allowed their match. Not when Gwendolyn should have earned her blue belt weeks ago._"

She had her excuses for it. Excuses that he should have seen right through because she'd never begged out of a belt test before, but he was proud, too. "_We'd already won the gold. The fault for that fight is mine."_

His shoulders slumped under the weight of that. Slumped enough that he heard whispers as some of his students noticed and wondered, but he let their voices be like the rain in the jungle that he still dreamt about.

"_A fight_?" All but one, the one that always chased the rain away even as she brushed her lips against his cheek to the gasps of their students. Gasps she ignored even better than he did. "_That wasn't a __**fight**__, you daft old fool,_" she said with a laugh of a woman a quarter of her years. "_That was a __**dance**__."_

And Kasei sucked in a breath and gave the red-haired girl another look as she chased after her cousin through a crowd of their family and friends just like he had once, decades ago. He looked and wondered…

**Author's Note**

First of all, I'd really like to thank everyone for all the comments that we got for the last chapter of Little Moments and for the newest chapter of Courting Disaster. That was the most I've ever gotten in a week in all the years I've been writing and I really can't say how much it means that you enjoyed them so much. Thank you to everyone who took the time to leave a review and I hope you'll forgive me for giving a group thank you, but there were just so many. You all _rock!_

And a special thanks to Hinate, who has re-read and reviewed every chapter of this and CD in the last week and a half. You made my week!

And second, this isn't a commission but Kira0503's drawing is so close to what I saw when I wrote them getting dressed up at the end of this chapter that I can't help including it. I hope that you all enjoy it, too. You can find it at deviant art. Just add /kira0503/art/Ben-10-Another-Wedding-585948847 after the com and please leave her a review if you like it as much as I do.


	32. Exothermic Reactions

Chapter 32: Exothermic Reactions

_Inside the Rustbucket_

_10 miles outside of Calatrava Pastures, Arizona_

_11:21 pm; June 16th, 2000_

\- G - G - G - G - G -

Things were _perfect._

They'd been gone for almost three weeks and Gwen _still _couldn't believe how much she missed this. Everything from the rumble of the Rustbucket all around her as she sat there curled up in the dining booth with its old and taped up upholstery that pinched when she sat on a crack but was so comfortable otherwise, to the smell of her Grandpa's cooking and the soft sound of him singing along to the song on the radio that was _beyond _ancient as he drove. She'd even missed the ache in her knuckles from the bad guy butt they just finished kicking a few hours ago. It was only the second hero time of this vacation so it wasn't _anything _like the last two summers, but it was so much more action than they got while they were at home.

Things _should_ have been perfect, but they weren't.

Not with Grandpa sitting upfront, singing away, and trying so hard to act like nothing happened last year. Like he hadn't just _left. _Like the few times that he came back made up for any of it or that the stories he told them about why were anything more than that.

The beard on his face was proof enough of that lie. That and the new lines around his eyes that it didn't hide and the fact that his hair didn't have any color left in it. It was just white now, and there wasn't anything inside the Rust Bucket or outside that could make her forget that. Not that she could see much, not when the sun had set hours ago. There was just the white lights of the headlights and the red of the taillights of the other vehicles on the road, and even then there hadn't been many since they got off the highway twenty minutes ago. Now there was just the night. A night that she tried to force back as she called mana around her hand so she could see the words that took the world away, even if the pink made the yellowing paper of her journal look funny, but she had to admit that it made the tiny, neat handwriting of the old journal a little easier to read if only she could pay attention.

If only the Doofus on the other side of the table would _let _her.

\- **want to be seen, even if they won't take off their masks** -

Twelve words. That was all that Gwen managed before she bit her lip and _made _herself keep staring at the journal. She stared at it even as she felt the table jostle her elbow because Ben couldn't sit still if his life depended on it, not that it _mattered. _Not when those carefully handwritten lines turned into so many squiggles because she couldn't stop herself from looking over the top of the book to watch him fidget and dance in his seat. His hair was a mess as he wore his new Detroit Rock City shirt and -

And she pulled her knees closer to her chest as her stomach _fluttered _because he was wearing the shirt _she _bought him. Not his lucky one, and he had a whole _drawer _full of those. Sometimes it seemed like the only shirt he owned. And now he wore _hers._

And some part, some _sick, sad _part she didn't even know she had wondered if he'd notice if she borrowed one of _his..._

Gwen pulled her knees closer at the thought even though the Rustbucket was so _hot. _Hot enough that she _never _should have worn her jeans today, hot enough that she almost ran for the thermostat again because she was getting sweaty and _gross_ even though the air conditioner was running right for a change. But that would have meant putting the journal down, and every time she did that…

Ben was right _there _and it wasn't _fair. _He was so close like he'd been for _days _now when she woke up, and when they went to museums or parks or whatever crazy thing Grandpa found this time, and when she went to sleep, and when she _couldn't_. When she laid in her bunk and just listened to him _snore _because_..._

Because he'd barely said a word to her in _days_. He never sat still, but he was never quiet either, and him staying quiet made everything else he did _so _much louder. _Every _noise. Even the soft hum he made that went along with Grandpa's singing made her squeeze the book in her hand because if she didn't she would have _screamed. _Screamed and ran for the back and the thin curtain that would let her _pretend, _that would let her grab the cellphone she felt pressing into her hip even though it was so late and Michelle was _asleep _because she couldn't _take _this!

Not that hearing her best friend's voice would be any better. Not when she just wanted to know everything and got so strange when Gwen admitted that there wasn't _anything _to tell. Not yet. And not when her last message was still flashing in its little instant message box on her laptop screen after she'd hung up because she couldn't take the questions any more. **Fine! Be like that! ( : - P) But it's been weeks and if you don't tell him soon I will, you crazy thing! **

And that wasn't even what made her slam the thing shut and run out here to begin with. No, that was all the tabs she had open in her browser under it from all the websites she never looked at before and couldn't stop tearing through now; **The Top 10 Most Romantic Spots in America, How to Say Those Three Little Words, How to Make the Night Magical** and more, so many more. All the ways that would make telling him as _perfect _as they deserved. As _he _deserved.

She'd read enough to figure out that she couldn't _do _this!

None of it made _any _sense. Not what she found online or what Michelle told her when they were dress shopping and it all seemed so easy. She couldn't picture Ben doing anything but laughing if she took _any_ of the advice she'd found, so she grabbed up the only thing that _did _after she slammed her laptop shut on Michelle's message and did the only thing none of the bad guys ever managed to make them do.

She _ran._

Not that there was anywhere to run _to _now. Not when her whole world was this rusty old RV. She was just glad that she'd grabbed a book on the way. The only one that made _sense _and she'd read them _all. _She'd even stayed up all night once with a dictionary just trying to find the word that described how the Doofus fit into her life. There were so many that came close, but none exactly worked. Doofus was the first on one list, of course, followed by annoyance, exasperation, freak, slacker, pest, cousin. They all came so close, just like _hero_ and friend and inspiration.

And family.

She found other words in the book, words that made her blush to think about, but there wasn't any way that she was **ever** going to write any of them down anywhere because that was exactly what her mom would find if she ever came snooping, but they didn't fit either.

And then there was the other word. The one that made her heart race even though it couldn't be. Not yet. It was too _soon._

But that didn't stop her from spending a good hour looking at it. She was only twelve and for all she knew, this could all be gone tomorrow with a change of hormones. She'd seen it often enough in school. Kids who were strangers, and then all over each other, and then strangers again like Marie and Julio.

But if it was hormones...

The old psychology textbook she found while they were moving the library back said it was. It made so much sense in so many other places and _almost _as much sense as the journal she was clutching at now - but it didn't feel like hormones. She hoped it wasn't.

But she didn't know how the scruffy boy across from her felt and that was...

She didn't know what she'd do if _that _word worked for her but he didn't feel the same, or if she was making a _mistake_, or if she rushed things and didn't make everything _perfect _before she told him...

"Michelle doesn't know what she's talking about."

The words weren't even a whisper as Gwen clung to different ones that _did._ The ones that filled the journal in her hands and made so much sense that she'd give _anything _if she could just talk to the woman who wrote it even if it was just for five minutes. Even if it was just so she could get yelled at for how she was squeezing it so tight that her fingernails were digging into the old leather cover even before she dropped into the booth and pulled it open.

Michelle didn't know what she was talking about. She had plenty of time_. _She had all _summer _because her Doofus wasn't going anywhere.

She had a whole nine more weeks just like tonight and just thinking that made her kick her foot - kick it until she realized she was following the same beat her Doofus was as he played his game _again_ \- and as she _glared _at the squiggles on the page until they made sense again because she was a _sorceress _and a _genius _and _awesome._

**\- want to know that someone saw them -**

Seven words this time. Seven words before she jumped at a beep that cut through all the noise from the other side of the table. One that made even Ben freeze for a whole _second._ Then that one beep was followed by a rush of others, a rush that stopped when he shouted, "YES!"

Gwen forgot all about the words and her self control as she looked over the top of the book as her Doofus's fist pumped the air and hovered over his seat like he always did when they got to the top of the first hill on a roller coaster, his face glowing and it was only a little because of the green light that was pouring out of the Omnitrix's dial now as he stared at it.

Green, not yellow, and she _knew _what that meant.

"You got him?" Gwen asked, and she tried as hard as she could to sound bored, but she _couldn't. _Not when she saw his grin as he nodded so hard the mess of his hair fell into his eyes - and her heart skipped a beat as she watched him push it back out - but it didn't stop her from teasing, "I never knew you wanted to be a porcupine rat so bad, Doofus. You don't need the Watch for _that. _We could get you a hair gel that will - "

"Not _him!" _Ben scoffed as he shot a look at her, and for a second she couldn't _breathe. _"The big guy! The humungousaur!"

"Humungasaur?" She tasted the name even as she hid a sigh of belief because now she'd never wake up and see an alien that looked like a huge _rat _\- and a greasy one at that - looming over her just so she'd _scream _because her cousin was a _jerk. _Not that the feeling lasted long, not when she remembered just how terrifying the huge orange scaled alien _was _as it knocked Fourarms clear across the street and almost did worse than that before she blasted it with her best spell…

And he looked even _bigger _after that as he chased her through a whole supermarket, his fists and tail destroying whole aisles until Ben was back and his four arms saved her butt. Not that she'd tell _him _that. Not if it meant she was just the _sidekick _again. So she leaned back and drawled, "Humungousaur? _Really?"_

"You saw that guy! He was huge! And a dinosaur! What works better?"

"Gigantarex," Gwen said the first name that came to mind just for the look on his face as she hugged her journal close. Close enough that it hid her grin as Ben blinked at that, and she saw him sound it out before he shook his head. God, what was _wrong _with her? "Nah. That's pretty good, but Humungasaur is better." The words barely got out of his mouth before he was on his feet and running for the front even though Grandpa was right there and must have heard _everything_. "I'm gonna ask Grandpa if we can stop somewhere so we can try him out!"

"_Doofus," _Gwen whispered into her book as she watched him go and wished she could stop smiling.

She half-listened to the voices that filled the RV after, Grandpa's booming like his laugh and Ben's _didn't- _not _yet, _some little voice said - and watched as his hands started flying. Watched until her eyes drifted down his back, lower than any _cousin's _gaze should go and when she realized what she was staring at…

Her face _burned _as she pulled the journal up and hid behind it _again _even as another memory filled her head. One that was filled with her best friend's teasing laugh and a whisper in her ear. '_Well, he does have a cute butt!'_

"Hate you," Gwen grumbled as her face burned just like it had during that drive home from the movies because it was _true. _She grumbled and then groaned as her stomach filled with little stinkflies again. The feeling made her squirm as she curled up around the tingles of them and stared at the journal that was her safe space. Her eyes danced over the page as she tried to find her spot again before she gave up and just dove into the words that she could always hide in.

**\- Spaceman never played fair. Not from the first moment I saw him at that block party -**

Sixteen words. She read a whole sixteen words before the world came crashing back as her Doofus collapsed back into the booth right next to her and the sudden jolt almost made her _scream. _The jolt and the fact that he was right _there, _close enough to touch - Close enough to _kiss - _and so close that it took her _forever _before she even realized that he was talking. " - said we can try the new guy out _tomorrow."_

"Well, Duh! We're already late, Ben," She laughed at the groan in his voice. She couldn't help it. She never could, but it never sounded as ragged as it did right then as she hugged her book close with both hands because she didn't trust herself not to do something _stupid _and ruin _everything _she had planned.

Especially when he shot her a look with those forest green eyes of his and it was all she could do not to bite her lip. "Easy for _you _to say. He doesn't care if you spend all night working on your magic with that stupid _book."_

"I'm - " Gwen started as she felt her hands get clammy because she _wasn't _and she should have been. Their summers were _made _for magic and this was so much better than sneaking into the park after dark so she could practice. But she needed focus so she could, and he kept stealing that away.

Just like he did the book from her hands. "Hey!" Gwen shouted as he jumped to his feet.

"Nope! Sorry, Dweeb!" Ben said with a smirk that was so wide and so wicked that she almost _screamed _as he dangled it over her. "If I don't get to go hero neither do you!"

"I wasn't - " Gwen started before she realized she couldn't say what she _had _been reading and her face flushed. "It's not all about magic, you _Doofus!"_

"Sure it isn't!" Ben shouted right back as he danced away from her hands as he held the book behind his back.. "I'm not going to let you waste all summer being a _nerdalinger!"_

"Ben!" Gwen shouted as she lunged and _finally _pinned him against the kitchen counter so she could reach around him and -

\- and he was so _close. _Close enough that she could feel his chest against hers as she reached around him. Close enough that she could see his mouth drop in a surprised O and the flush start in his cheeks. Close enough that she could… Could…

"That's enough, you two!" Grandpa shouted from the front and Gwen jolted away at the sound of his voice. "Ben, give your _cousin _back her book."

"He _always _takes your side," Ben grumbled without heat even as he held the journal out as he turned away so she couldn't see his face.

And Gwen was shocked to realize that she wanted to. She wanted it even more than the book she took back even as she dreaded it because his voice sounded as off now as it had right before they'd gone to dinner back when summer started. Back when he looked so _good _in his suit and he looked at her like he really did think she was pretty. "Because I'm always _right," _Gwen said even though it was a lie. One that didn't matter. "And it's not _all_ about magic."

"Sure it isn't." The words were automatic and so _him _that she couldn't help slipping into the rhythm.

"It isn't and I can _prove _it!" She said as she grabbed his arm and pulled him back to the booth. The journal was _filled _with the post-its that she used for bookmarks just so she wouldn't lose them when Ben was being a _doofus. _Most of them pointed to where the woman who wrote it _did _talk about magic. Most, but not all and she didn't look at them as she opened the book again and just started reading.

"**I wish I could say it was my gift that led me to my Spaceman," **Gwen started before her face flushing and she _almost _turned the page because that _wasn't _what she wanted to read. Not to out loud and not to _him. _Not when she heard him snort before she even got started, but that wasn't what made her almost drop the book again.

It was the way the Rustbucket _jolted _around her. "Grandpa!" she shouted as Ben echoed her, her mind already racing for all the spells she knew as her heart hammered and she spun around and Ben reached for the Watch. She was _sure _that she'd see a monster looming ahead of them just because it was _them _and they were on _vacation._

But there was only an empty road. "Sorry, you two!" Grandpa said, "Just thought I saw something on the road."

Ben snorted at that as he slumped into the booth across from her and reached for his game again. "Good one, Dweeb," he said, his voice still sounding _wrong_. "Five seconds in and the Grandma who wrote that almost put Grandpa to sleep."

"She did not!" Gwen snapped. "And she is not!"

"_Sure _she isn't. She's not a _Dweeb _either. A spaceman? No wonder you like her so much."

"_I'll _show you who's a Dweeb, you _Doofus," _Gwen growled as she _glared _at him from over the top of her journal at that, her face burning as she did. This was the _last _thing she wanted to tell him, but it served him _right _and she wanted to see _him _squirm for just once this summer.

"**I wish I could say it was my gift that led me to my Spaceman, but it wasn't. It was just a hot day and my magic never worked like that…"**

\- M - M - M - M - M -

Max tried to keep his eyes on the road, but it was a relief when he could finally pull over and turn off the engine because he didn't trust himself. Not when his granddaughter's voice was filling his home as she read all the words he never imagined he'd ever hear again.

" **\- wasn't the first man who came up to me that day either, but most were happy with a smile and a kind word. That's all most people **_**want, I**_ **think, to be seen, even if it is just for their masks, and the ones who aren't…**"

Max couldn't help shuddering at that as he leaned back and closed his eyes. Not when he'd seen just what a witch with a temper could do first hand. It was what made him almost warn his grandson that he should keep his mouth shut and turn off his game, but for once the boy was one step ahead of him and the RV went quiet excpet for the sound of Gwen's voice.

Of course, Ben had his own experience with angry witches and he was never stupid. The thought almost forced a smile to Max's lips even as he closed his eyes and just listened with his heart in his throat.

"**I thought that **_**he **_**was like that, too, because he wanted so much more than a smile and more than I thought I could give back then, even if it was just my time. I was a heartbeat away from finding the words that would **_**hurt **_**when he did the one thing that no one else ever had, he took off all his masks for me and let me see the real **_**him, **_**and he was…**

"**He was a soldier and a hippie, and so much more. He had the soul of a knight in shining armor and never even knew it, who didn't believe it even after I told him. And he was the only man who didn't run, who didn't hide or try to hurt me when I took off mine weeks later because he deserved the truth. Who just held me and told me** \- "

"Told her what, Dear?" A voice that _wasn't _his granddaughter's asked. The sudden intrusion sent Max's hand flying down to the door and the pistol that was hiding inside before he caught himself because he _knew _it.

He knew it even before he heard the kids shout, "Aunt Vera!" And it was.

He spun around and saw his sister standing there, framed by the glow of her house behind her through the open side door and a smile he'd seen his whole life on her face as she asked, "Don't mind me, you two. Go on with your story, Gwendolyn. I can't wait to hear what happens next."

But Gwen was already squirming past her cousin on the bench - and Max couldn't help his frown at the sight of it - and rushing towards the woman, the book forgotten on the table. "Aunt Vera? How did you - ?"

His sister's hug took away the rest of her question. So did her laugh. "You three have been parked in front of my house for a good five minutes, not that I can blame you for not noticing. I just wanted to make sure that everything was alright because I expected you hours ago."

"It was," Max said, the words coming easily as he pushed himself up even as his sister tried to pinch the life out of Gwen's cheeks as Ben tried to shy away and the look on both their faces made him laugh. "Sorry that we're late. We just ran into some traffic."

He didn't even think about the words or the little white lie that they were. Not until he saw the smiles vanish from his grandkids' faces. He couldn't see Gwen's face, not after she spun around so she could look at her cousin, but there wasn't any hiding the glare on Ben's. Or the little nod he made as he brushed his hand over the watch and rushed forward. Somehow he moved even faster than Vera as he grabbed his cousin's hand and pulled her free and the two slipped around her for the still open door.

"Ben?" Vera called out, the shock clear on her face. "Where are you going? I barely - "

"Real bathrooms!" the boy called out even as they jumped out onto the lawn and ran for the house.

"It's been a long trip," Max said as the pit in his stomach made him play along. The one only his kids could make.

"I see," Vera said as she pointedly turned her back on the door and the flash of green light that filled the night behind her. One that his sister didn't even glance at as she moved around the booth so she could pick up the book that Gwen had left behind as the RV went so _quiet _now that they were alone. Quiet enough that Max could count his heartbeats as he watched her flip through the book, her touch so gentle before she closed it and hugged it close so she could kiss the cover. Then she set it back where she found it just as gently before she said, "I'm glad that she's still reading Verdona's journal."

The words were so soft and they hit so hard. "She doesn't leave home without it," Max said, his voice rough as he grabbed the back of his seat just so he didn't fall. Hearing his wife's words if not her voice was hard even when he could pretend. Hearing the truth said outright...

It was too much. For both of them

"I have some tea on the stove, Max. And don't go worring about blowing their cover. I'm sure that the kids will think of _something. _You always did," Vera whispered as she set the thing down again, and it was all Max could do just to nod and follow.

The walk through the chilly air helped some. The ritual of getting the cups and the tea bags from Vera's kitchen helped more just because it was _hers. _He'd never gotten the hang of it, but his sister had. Some part of him hated that she got so much more time with his wife than he did, but he couldn't blame her for it. Just for the surprising taste of the regular tea that he found when he finally settled at the table and took a sip. "Just plain? I was sure..."

"A tea for every mood, I remember. I just wasn't sure what would fit this one and Verdona never taught me the flavor for that," the woman across from him said as she took a sip from her cup with a look that he remembered just as well, but it wasn't from his wife. "It's not that I'm not happy to have you and to see the kids again, but why are you here, Max? I wasn't expecting you for weeks yet."

"We ran into some trouble in Phoenix today," Max allowed, his voice careful as he cradled the cup for the remembered warmth. "Some of what's left of the Blood Pack and I just wanted to make sure…"

"We're _fine, _Max," Vera said, her voice tight with an annoyance that he knew wasn't aimed at him. "They caught us by surprise once. It won't happen again." Those words were a threat and a promise that didn't go away even as she sipped at her tea. It was a long sip, one that he knew was just an excuse to calm down, before she set the cup back down. "What were they doing?,

Max couldn't help his grin as he took a sip of his tea because he didn't get nearly enough chances to tease his sister anymore, and making her wait was the best one he could think of after he said, "Robbing a bank, believe it or not."

The noise she made at that as she choked on her tea made it all worthwhile. "A _bank? _Why would those monsters rob a _bank_?"

"To buy their way off-world, if you heard them tell it," Max sighed as he set the cup down. Stragglers. He _knew _that there would be, but he never imagined he'd see them _here, _so close to home. "They said that some Erethizonite named Argit who said he'd get them a ship if they paid enough. He was probably full of it, but…"

"With _our _money? That's not worth anything out there."

"They were looking for gold and diamonds mostly, but I don't think their contact was planning on going anywhere. Not for a while." There was always _someone_ who looked at Earth and thought that they could be the big man here even if the rest of the galaxy thought it was the sewer of the galaxy. "He got away in the mess, but that's Avalon's problem now."

Those three words felt so good when Max said them until his sister made a noise and her eyes went to the hall and the bathrooms that they both knew were empty. "Is that why you sent the kids out?"

Max just shrugged because she was his _sister _and some things didn't need to be said. Not even when they weren't true. _He _was going to go looking later, but she didn't have to know that. It should have ended there, but Vera was his sister and it never did. She didn't even have to say anything. She just gave him a look and waited for all the words that he couldn't say. So he let the ones he could out and hoped for the best. "I didn't like it. They were Blood Pack. They _must _have worked with the Xenocites and if they were that close…"

"It's sweet that you worried." Vera took a sip of her tea as she looked out the sliding glass door next to them and the night beyond. "And that they are. They're a good couple of kids. Have you told them yet?"

He didn't wince at those words. He didn't look at the front door and wonder where they were either. He just kept his eyes on her. All his time with the Plumbers was good for _that _at least as he let out a sigh and played with his cup as the tea warmed his hands and wished it was coffee instead. Coffee as black as the night outside. "No."

"Why not?"

"What am I supposed to tell them?"

"The truth."

"The truth? What, that the mystery aliens that took out Fort Tesla were out there kidnapping whole towns? That they destroyed Tranquility Base before - " Max caught himself just as the door down the hall burst open and the kids came spilling out of Vera's bedroom with something that looked like a bear tangled around Ben's shoulders as his cousin battered at him.

"I _told _you to be careful, Doofus!"

"Fine, whatever! Just get it off!"

It should have been funny. His sister sure thought it was as she got up and rushed over. Maybe to save her coat, or maybe just so she'd have a look at Ben while he couldn't get away. Max didn't know, he just stared at the two, blushing and silly even as they tried to escape their aunt's hands as she pinched their cheeks and shepherded them past him and into the kitchen. " - you're here and it's a clear night. I thought you might enjoy a night watching the stars."

"But - ?" Ben tried to say. If it was a year ago, Max knew that the boy would have thrown a fit at the thought, especially when his cousin's face burst out into a grin that was as bright as the sun. If things were _normal. _"But it's _cold _out and - "

"Oh, that's no worry, Benjamin. I found my old sleeping bag in the garage and if you toss it over the picnic table you'll be as warm as bedbugs."

"Ver…" Max said, those words making him start to rise.

Not that his sister paid any attention. Not as she tossed a bag that must have smelled like mothballs if the look on Ben's face meant _anything _before she pulled Gwen into the kitchen and shoved a bowl into the shocked girl's hands. A bowl she filled with popcorn. "I'm sorry that it's out of a bag. Dearie. I didn't have time to go to the store and get the caramel so I could do it right, but Mr. Spranger always has a few bags lying around for his grandkids and they swear by it. Now go on. You two will have the best seats in the house," she said with a smile that was so close to Mother's that it almost hurt.

Thirty-six years. Where did the time go?

"You're not going to watch?" Ben said, his eyes wide and Max tried to tell himself that it was just because he was glad he was escaping as he was rushed to the sliding glass door.

"It's a little too chilly for me tonight, and I want to visit with Max."

The words sounded right. They were everything that Max would have said and maybe that was why his granddaughter dug in her heels and asked the one question he hoped she wouldn't. "How are you feeling, Aunt Vera? We were worried about you all Christmas."

"Just fine, Dear," her aunt said with another laugh as she pulled open the door. "That doctor fixed my foot right up. Haven't felt even a twinge since. Though I do miss having Max here to boss around."

"Your foot? But - " Ben started before the door got closed in his face.

Max saw his sister wave as the two on the other side just glared before they looked at each other and stomped away towards the table. "I told them it was your knee, Vera..." He thought so anyway. Christmas…

Christmas was just a blur without them. The first one he'd ever missed…

"That's why I didn't tell them," Max said as he just watched them whisper to each other before Gwen shook her head and grabbed her cousin's hand so she could pull him over to the table. "It was bad enough they had to save those soldier boys while I was gone. The truth is I don't want them anywhere near this." Just watching them fighting off the Forever Knights was bad enough, and he didn't even know if they were there because of Driscoll or Enoch or any one of the other dozen splinter groups who all thought that they were the King now or how they figured out what was on the truck, but the look on Jim's face as he handed the tape over…

He punched the wall. He _almost _punched the man.

"Listen to you," Vera scoffed like only a sister could as she gave the kids one last look, her hand brushing over the door frame before she turned around and made her way back to the table. "If you'd joined twenty years earlier they would have been calling you Lancelot or Galahad instead of _Whiskey Tango._" She shook her head at his call sign like she always did, and her next words were so much softer as her eyes went distant. "Jim never had the flair for names that my Benjamin did..."

Max didn't say a word. He knew better. He just watched her stare at nothing for another moment until her shoulder slumped and she reached for the teapot and filled her cup, and she didn't come back until she took a sip. A sip that turned into a long and shuddering breath before she met his eyes again. "They should know. They can help. They want to help. Stop lying and just _tell_ them."

Jim's voice sounded like cracking ice when he'd said that, and Xylene's had been all quiet confusion because her people didn't _think _like that, but Max didn't let his change at all as he said, "No. I never should have let them in to begin with."

"_Max_."

He shook his head. He hated it when she said his name like that. Like he should know better. He couldn't look at her anymore, so he looked at his grandchildren. His _twelve-year-old _grandchildren. "You didn't see them when we ran into the Pack today, Vera. They weren't kids anymore."

The words slipped out as they watched the kids settle onto the table. Ben threw a piece of popcorn into the air one after the other so he could catch them in his mouth even as they talked only to have the last land on a bright pink disc instead. Vera arched an eyebrow as Gwen's hand darted up to grab it as Ben grabbed for _her _and then their hands turned into the same blur of motion that he'd seen at their tournament before the piece ended up in his Pumpkin's mouth and she made a show of chewing it.

But Ben's show was bigger as he grabbed a handful of the stuff and threw it at her. The alien tech in that glass door should have blocked out the sound just as well as it played with the light, but Max still heard her squeal through it even as she ducked.

"Really?"

Max smiled, just a little, but it didn't last long even as he watched his grandson get shoved. Not hard. Not as hard as she _could _have anyway. "This is what they should be like all the time. Not..."

"Spit it out, Max."

"I've made them into weapons." His voice sounded _dead _as the words he'd never let himself dwell on slipped out. The words he thought every time Jim called him and every time he watched the surveillance the man collected of them. "My grandchildren were ten years old and I made them into weapons."

His wife had told him once that it was best to have something to drink nearby whenever you had to talk to somebody, because it gave you something to do while you try to think of what to say. He imagined that was the real reason that his sister had wanted tea tonight. She took a very, _very_ long sip from her cup and then poured herself more before she finally said, "You didn't start worrying about this today."

"No," Max admitted. It was always there, but after Kenny, after he found Jim in his home…

He'd been so righteous then. He condemned the man for doing something he had already done. "But it didn't start soon enough. You haven't seen them fight. It's like they can read each other's minds..." That was so clear today. They didn't even _check._ They just knew that they'd be right where the other needed them, for a punch or a shield or a distraction. They just _knew. _

His sister sucked in a breath at that, and worry cut through her calm. "Can they?"

"No," Max said, glad that they'd missed out on one nightmare. "I did the tests."

There was no hiding the relief in his sister's face at that. "They practice. They _are_ both taking martial arts."

"You don't get as good as they are just by practice," he muttered as he remembered all the surveillance he'd watched, all the people he'd seen them save from muggers and burglars and worse...

"They weren't just going to sit around, Max. They have too much of their Grandfather in them."

"I know," Max admitted with a nod as his stomach fell again. "I know it's my fault. I was selfish. I saw the chance to relive the old days and jumped into it. The fact that I got to share it with them was... It was a chance to make up for what I missed with my sons. To prove that I was doing something important. I never even thought about what it would do to them." What kind of man was he, that he didn't? That he just let it be an adventure until it was too late?

Vera took another drink as she watched as the kids gave up on shoves and finesse and just threw handfuls of popcorn at each other as they laughed and tried to hide behind the sleeping bag. "They look horribly abused."

"They have nightmares," Max said, his voice haunted because he remembered other sounds. Not as many as the first summer, when he lost track of how many times he'd wake up to one or the other screaming and crying in their sleep. It was enough that his hair started turning completely white a few weeks after they got home, not that it mattered. Not even as much as their second, when they didn't need to be asleep to face nightmares, but it didn't matter. Not then and not a couple of nights ago when he'd heard Ben...

Not screaming, not crying. The sound his grandson made was so soft that he almost thought that he dreamt it, but there was panic in it and it was _real _and he never slept as deep as his sons and grandchildren thought. So he was up and in the back almost before he knew it, and he was sure before it woke Gwen up. He was sure and he was _wrong. _He got there just in time to see her pull herself up into his bunk instead of yelling at her cousin or for him so he could help. She didn't make a _sound _until she was wrapped around Ben and started whispering into his ear. It wasn't anything that Max could hear, but it calmed the boy down.

And Gwen never looked up. She never even knew that Max was there any more than Ben did for all the times Max caught him doing the same thing for her over the years when he gave her Furry Freddy. Max knew he should have said something instead of just standing there, but it always felt like he would be intruding.

It felt like he was seeing something _special, _something that felt right even though it _couldn't._ "I hear them sometimes. They should be safe at home living a normal life."

"A normal life won't make them _safe, _Max," Vera whispered as she hung her head. "It didn't save Verdona."

The words were like a _slap, _and Max barely covered his face in time because it was still too soon, which was _ridiculous. _After thirteen years…

It was still too soon and watching his Pumpkin pour over his wife's journal never made it any easier. Not when he looked over her shoulder and saw _her _handwriting again. Especially now that his Pumpkin was growing her hair out and sometimes…

It was only brushing the middle of her shoulder blades now, nothing like the long mane his Starshine had for as long as he knew her, but before that… He'd only ever seen one picture of his wife when she was growing up, but if Gwen had freckles they could have been sisters. And when he saw his Pumpkin reading that book with her face pinched in concentration just like his wife's had been when she wrote it because she _knew._

She knew and she'd never told him and that was the only thing he never forgave her for. That and leaving him, leaving _them_. "If I'd been there…" If he hadn't been off playing the hero and saving the world. "If I'd been there, she wouldn't be learning about her Grandmother from a _book…"_

"Or we would have buried you, too, Max, and Verdona _knew_ it," Vera said, her voice tight and angry like a thunderstorm. One that didn't last long before she let it die with a sigh, "Does Gwen know?"

"No," Max growled and he was glad he had his eyes closed because he couldn't look at his sister as he said that. Not when he'd watched his Granddaughter scour through the thing day after day looking for clues, looking for the answers she needed, and the woman who could tell her.

Vera just sighed again and there was a click as she set down her cup. "She had her reasons, Max. I'm sure she did." She said the words, but she didn't believe them. Her voice shook too much as she said them if she did.

"It's too late for that now," Max muttered away the last of his anger as he dropped his hand. Dropped it when he wanted to slam it into the table and scream like he did sometimes at her tombstone when he was alone with his wife. Not that it would help.

Neither did the noise that the woman across from him made. He loved his sister, but after sixty years he knew all of her little tells and when he heard her take a deep breath he braced himself. It wasn't enough. "It's too late for them, too. I know that you're doing all you can, Max, but you have to face it. It was too late for them from the moment Ben picked up the Omnitrix."

Max couldn't say anything to that for a long time. He just sat there and stared at the birds that were frozen in her hutch and all the other knickknacks she'd picked up in a life that crossed the globe as much as his had. Only her memories crowded her home and he'd given most of his away.

All but the most important.

He wished the Omnitrix was one of them, but he couldn't even find a way to take the thing off without hurting Ben even though there _must _be one. The man who made the thing must have known. If only he had ignored Tetrax and everything he _knew _and gone with them two years ago, then maybe he could have made the Galvan who made it keep the damned thing instead of just fixing it, but he hadn't and there was nothing he could do about it now.

And even if he did, he wasn't sure if it was a good idea. Ben was already being talked about, and that was just as dangerous. Ben was in danger if he took the watch off or if he left it on. No matter what Max did, he couldn't find a way to protect his grandson, but - "Then I should have done more to keep Gwen out of it."

"Like what? Sent her home?" Vera scoffed into her tea. "Do you really think you would have done her a favor? To start with, she already thinks Ben is your favorite."

Max laughed at that. He was a bad father, he knew that, but not even his sons would say he was an unfair one. "That's ridiculous."

"Is it? She already thinks that you forgot all about her until the week before that first summer. Why didn't you ever tell her that you asked her parents _months _before?"

"She never asked," Max said. She never asked and he never wanted to tell her that her mother had refused to let her come at first because she thought Gwen was too young if only to spare them both the fight. He still didn't know what changed Lili's mind, but maybe things would have been better if she hadn't.

"You should have. If you had sent her home after Ben picked up that watch..."

There wasn't hiding the reproach in his sister's voice, or the worry and Max knew she was right to. Still, he could have lived with Gwen hating him if - "She would have been better off."

"Physically safer, maybe. For a while, but mentally? And honestly, how can you even _imagine_ that you would be doing her any favors by making her think that her Grandfather was just one more person that didn't want to be around her? For God's sake, Max, she's lonely enough already. They both are."

That was another thing that was his fault. He stared at his tea and wished again that it was coffee. "I know that it's hard for them to talk to people when they have to hide so much of their lives."

"You know that better than anyone in the family," Vera sniffed her way through another old fight. He knew that his sister never understood why he worked so hard to keep his family out of his real life, but he never wanted his sons caught up in all of the madness. He should have remembered that. "But that isn't what I mean."

Max looked at his two Grandchildren. He always wanted to think the best of them, but there wasn't any point in lying. It wouldn't help them. "I know Ben has trouble making friends. Sure, he can talk to anyone, but he's too impulsive. He gets bored with people after a while if they can't keep up."

"And Gwen is a lovely girl," Vera added without heat. "But she can be a bossy thing. And she's far too clever for her own good."

That was certainly true. "That doesn't mean that she's lonely."

"I swear, Max. Sometimes I wonder if you pay _any _attention to anything that isn't trying to kill you," his sister said as she took another sip. "She had karate, gymnastics, did the worst jobs in a half a dozen school clubs, and whatever free time she has she used to make up charts to just make sure she didn't have any free time."

"She's stopped doing that," Max said with a shudder as he remembered the small panic attacks that came whenever he saw her with her markers and a calendar. He had been very happy when his Pumpkin finally outgrew that little obsession. "Besides, that was just something that she picked up from her mother."

"You can't blame it all on Lili. Or imagine that she could make her daughter do anything that Gwendolyn didn't want. If Lili could, she would be in ballet right now instead of karate. Please, Gwen was a lonely girl and that was how she dealt with it. I could tell that much from her letters."

"How?"

"She wrote about her latest activities, and there was ALWAYS something new. She'd tell me what her parents did, and what you were up to." Vera's eyes glittered at that, "She was better at letting me know what you were doing than you ever were, and she never used me as an _excuse._ And then there were her rants about her cousin… I swear, she _always _had something to say about that boy even if they barely saw each other, but it's been _years _since she mentioned friends. Now she is again."

Max chewed on that, and as he did he watched Gwen grab the bowl out of her cousin's lap and dump it on his head. Max saw the look on Ben's face just before the popcorn poured out over him and burst out laughing even as he stood. "I better make more popcorn."

His sister waved him off with a look and a smile of her own. "They're having fun, Max. Leave them be."

If Gwen didn't start eating the popcorn off of Ben he would have ignored his sister and got to work. Instead, he just stared as he sank back down into his chair and thought about what she said. Finally, he just shook his head. "She has friends. They both do. I know. I've been to their birthday parties."

Vera didn't even look at him. She just sipped her tea as Ben screamed outside and Max watched his cousin cackle while she plucked more pieces off of him. "She writes about friends now?"

His sister's smile was coy and knowing. "One or two. When she isn't going on about her cousin."

\- B -B - B - B - B -

She was going to drive him _crazy._

Ben knew that. He knew that in the Rustbucket as he watched her just _sit _there across the booth from him with her knees drawn up and her nose in that stupid _book_ instead of having _fun. _He knew it even before she started reading all that mushy stuff that should have sounded like so much math homework and _way _before he raced across town with her in her arms as he prayed that they'd find some alien butt that needed kicking so he could forget about hers.

And now all he could hear was her laughing as he stared at the inside of a bowl that still smelled like the popcorn that was all over him now as he tried to count to ten like _she _always told him that he should. He made it to five before he reached for the Omnitrix because it was way past time he brought out the big guns.

The Dweeb next to him knew it, too. "Okay, okay! I give!" She laughed as she caught his hand before he could smack the watch on and find out what the new guy could do, and he wished he could just blame the fact that hers were _freezing _for the gasp he bit back at her touch. He almost left the bowl right where it was because the last thing he needed was her seeing his face right now. Right now or _ever._ Not even weeks of her _always _being there made things any easier, not when he could feel the line of her body pressed against his under the sleeping bag and when did _that _happen? He'd been so careful, but she slid over anyway and he couldn't slide away. Not if it meant that she _won, _no matter how crazy it made him.

She was freezing and he felt like he was on fire and it was all in his face, but at least it was _dark _now that Aunt Vera turned off the house lights. He lifted the edge of the bowl with a finger and gave her a very doubting stare that not even the night could hide. "If you tell me why you're so quiet lately."

There was _always _a catch, Ben grumbled to himself as he pulled the bowl off of his head and set it aside before he brushed the popcorn that was left from his hair. Out loud he just said, "Am not."

"You so are," Gwen said as she reached over and picked off the popcorn that was stuck to his shirt and ate it. "And you've been getting crabbier, too."

"Or what?" He shot right back instead of answering as he looked at _anything _that wasn't her. "You'll _read _to me again?" He put as much fire into that word as he could because he wished that she _would. _He didn't even care _what. _Not when she made _homework _or even that stupid _journal _sound good and if she did…

God, he was _so _sick!

And she _knew _it. She had to! That was the only reason why she was doing a Wicked Witch impression as she said, "Maybe…"

Ben fidgeted under her stare and her touch until he couldn't take it anymore and blurted out, "I've just been thinking! It's no big."

"You?"

He grabbed a loose kernel off of the table and threw it at her. He wanted to cheer when it hit her right on the tip of her nose and she went cross-eyed. She blinked and wiped the bit of butter that stuck to her skin off with the sleeve of her shirt. "Sorry, not sorry. So spill before I get Grandpa to make us another bowl the way _he _wants to!"

It wasn't the threat that made Ben choke. Honestly, he had no idea where to start as he stared at her lips because it was dark out here, but there was just enough light coming from the sky and the other houses that he could see the worry in her eyes and her pursed lips and glared_. _Lips he just wanted to…

Somehow he pulled his eyes away and stared up at the sky that didn't have _any _of the meteors that she's been dweebing out about for the last two days in it because a wish was the only hope he had left. He wouldn't have said a word if he didn't know her and knew she was serious. "Nothing. Stuff."

"Stuff isn't nothing, Doofus," Gwen said as she elbowed him and _stared._

Stared until he _squirmed. _It so wasn't fair. He missed when he could just ignore her or prank her until she went storming off. He missed when feeling her arm against his was just _gross _and he didn't think about a _thing _except for - "This!" He said as he tapped the watch and almost sagged in relief because talking about the Omnitrix was _safe._

It was the _only _thing that was.

"The Watch?" The Dweeb asked, and she sounded so relieved and _maybe _a little disappointed and he didn't know _why. _He just shivered again as she leaned in close and poked the thing. "Why?"

"I don't know," Ben muttered because she wasn't supposed to ask that, but she was a _nerd _and of course she did. He was almost as shocked as she was when more words came pouring out, words he never let himself think because they were about stuff and _serious, _but she was looking at him and he couldn't help it. "Because all my life I wanted to help people. I wanted to be the heroes in my comics instead of just the shrimp…" He heard the words and could have killed himself because they sounded so _dorky. _He bit them off and waited for the laugh that should have come.

Maybe it would have, but she was the Queen of the Dorks, so she just nudged him with her elbow. "I know the summer's been quiet so far Ben," she said when he still didn't say anything as her hand found his and squeezed, "but you've done it. You're a hero. You're going to be Mister Hero of Heroes."

"Yeah," Ben said as he somehow kept his voice steady, but the thought of being Ben 10,000 didn't make him any happier. The kicking butt part even when he was _old _was great, but the rest…

"Is that what's been bothering you? That we've stopped all the bad guys?"

"Yeah. No. I don't know." Ben shook his head and rubbed at his temple with his free hand. He could almost taste the words, but they were all muddled now that he actually wanted to say them. "I've just been thinking. I want to help, but... But is this what _you_ want? Beating up the bad guys all of the time?"

"That's what heroes do," Gwen said, then she grimaced just a little as she added, "and sidekicks."

Ben made a face and waved that away. "You've always been a hero." The words just slipped out because he only said anything else to drive her _crazy. _He never thought she thought he was _serious_ when he joked about her being anything less until he saw her grin in the night. He saw it and he just wanted to smack the old him for ever telling her that she wasn't. "It's just - I've been thinking..."

"There will always be someone else who needs help, Ben."

"Yeah, I know, but maybe..." He shook his head and looked down at the Omnitrix, "but I've been thinking about something that Azmuth said. That the Watch wasn't made to be a weapon. That he built it to help people talk to each other."

"He did?" Gwen asked, and she sounded surprised. "You never told me that."

Ben shrugged. Honestly, at the time it sounded stupid to him, so he never brought it up. Now, though...

Now, he didn't know what made him start worrying about all of this, about the Omnitrix, about thinking maybe there was a better way than his fists to make things better. That and _everything _else, but he couldn't shake the feeling that there was something more, something he was missing. He couldn't figure out what it was, but he was glad that his Dweeb was here with him. And that he was finally telling her. That's what made him keep going. "Do you ever think about the future?"

She jumped at that, probably because it was a _stupid _question. She did, of _course, _she did. She was already talking about _college. _He'd seen the brochures in her room, too. He'd seen them and felt _sick. _Just getting into _high school _with her was a crazy dream even with all the extra work he'd been doing, but college? He'd never…

"Of course I do, you _Doofus_. But since when do _you?"_

"I can think about that stuff, too!" He said with a shrug as he looked at the watch again before he looked up at all the stars. "I think that that's what I want to do. I want to go out there and learn about all of the guys in this thing. Go and talk to them. Maybe help them talk to each other. Maybe that would help more than just fighting." He shrugged and looked up. "And who knows, maybe I would even get to see something cool as I did it. I can't beat up the bad guys forever." The words felt all the worse rolling out of his mouth because he knew they were true even if they were stuff only a _dork _would say and he hated himself for it.

He didn't look at her at all as he talked. He'd looked at her enough already and… And this summer wasn't _helping. _It wasn't making things go back to normal like he _hoped. _He _prayed _that she'd drive him crazy by bugging him with rules and all the stuff he _should _be doing like she always did until she was just his dweeby cousin again. Until they were just _friends _again. And she did. She was _always _telling him what to do just like when they watched movies or went Heroing or studied at home because she was a dork and a _dweeb._

His Dweeb and nothing she did changed that. His Dweeb, and it was just too much. It was so much more than he could deal with when he was just a doofus.

Especially when she didn't say a word to any of that. She didn't even make a sound as she let go of his hand and it _hurt, _but he just swallowed it down as he watched her pull her knees to her chest from out of the corner of his eye, but she still didn't say anything. Not for a long while. Then she just asked, "When?"

Now. Right now. It felt like someone was standing on his chest, thinking that, but maybe going away would make it better. He didn't know. After their tournament, after their dinner and she took his arm he thought…

But he was just being stupid and it was time to face facts. She's known for _months _and if she felt _anything _she would have said. It wasn't like Gwen _could _be quiet and it was time he dealt with that. _Right now. _He wanted to say, but he wasn't strong enough so he just shrugged and lied, "I dunno. When I grow up, I guess. In a few years."

She made a noise at that before she turned away, nodded, and stared. Not up at the sky. Not at anything that he could see in the yard around them. She just stared out into the night as she said, "My mother wants me to be a doctor or a lawyer like daddy when I grow up."

Ben just shrugged because Aunt Natalie had all sorts of plans for _everyone_. Anyone who ever met her knew that. "So you'll be busy," the words were a joke. They _had _to be a joke. Stupid. He was so _stupid _for imagining…

But she deserved _better. _Better than her doofus cousin.

"Yeah," the Dweeb said, her voice cracking as she buried her mouth in her knees and the old sleeping bag she had draped over them.

And that was what caught his attention. That was what made him turn and look at her. "Could you sound _any _happier about it?" He asked, and this time it wasn't a joke. None of this was, he realized and he couldn't _breathe _because he wasn't _stupid. _One day she'd go away and forget all about the heroing.

About _him._

He hoped she'd read his mind now like she seemed to way too often and tell him that he was being a _Doofus, _but she didn't. She just hugged her knees and stared up, and when she started speaking, her voice sounded as distant as the stars. "Ever since that stupid Watch fell out of the sky…" she started before she stopped and swallowed hard. He almost thought that was all she was going to say, that it would just die there. Then she started again, "Ever since, I've wondered what was out there. I sit on my roof sometimes and - and there must be so much out there to see, to learn."

For a second he thought he saw something run down her cheek as she said it. Something that caught the starlight. "Yeah?"

"I don't want to stop helping people, I love helping people but..." She took a deep breath and rubbed her legs through her blanket as she finally looked at him, as she finally met his eyes and he saw how wet hers were. "Did you want to go by yourself?"

No, but he never thought anyone would come with him. Not even Grandpa.

"Well, you can come if you want," Ben said as he finally let himself breathe, but he couldn't make himself move. Not to take her hand or wipe away her tears and he didn't even know why he wanted to, but he did. He just sat there and watched her rest her head on her knees and watch him, but when he felt her hand take his again he squeezed it and felt her leg shiver against his, "but they probably have leash laws for humans."

She lifted her head off of her knees and glared at him as she sucked in a breath. He waited for her to start screaming and didn't even try to hide his smirk, but she didn't. Instead, she calmed down and smiled right back as she laid back on the table. "_I'm _not the one who turns into a big _dog_, Doofus!"

He made a little noise before he shrugged and followed her down. His head barely touched the sleeping bag and the hardwood under it when she bounced up and he almost thought that she'd start laughing at how stupid he sounded. But she didn't. She just grabbed the bit of the sleeping bag she had bunched up around her legs and threw it over both of them. He didn't even know how cold he was until he felt her warmth still caught in the material, and he waited for her to lie back, but she didn't. She just kept looking at him until he remembered to stretch his arm out for her. It was an old habit now. The first time he'd done it was during some movie. One of _hers _that sent him falling back into his bed with a yawn as he stretched his arms out and she'd accidentally laid back on one. At first, they'd both been surprised, and he swore his face burned for a week after, but now...

Now it wasn't. Now it just felt _right, _having her head on his arm, the smell of her shampoo in his nose, and the soft noise she always made as she got comfortable in his ears. "There are so many stars," Gwen murmured as she looked up at all the stars that were shining down.

Stars he wasn't paying any attention to. "It could take a while."

"Just a little." She looked at the stars one last time before she rolled over onto her side and put her hand on his chest. "Where do you want to start?"

Ben stared into her eyes, and he felt the same crazy urge in the back of his head that had caused so much trouble at New Years. And he knew that if he gave into it again...

If he gave into it again, he wouldn't be able to pretend it was a game anymore. Not that it ever was, not when he spent most of the drive down just watching her read, and how weird was that? So weird, but he couldn't stop and he was almost okay with it. He almost gave in, almost ended the game like he'd been dying to ever since New Years and every Friday night after when she cuddled close because she was a _witch_, and like he'd wanted to after that dinner after the tournament when he didn't even taste the food because she was right there in that dress. Right there and looking so…

He thought things changed after that, that maybe…

But it didn't. She didn't like him like that. The last six _months_ proved that, and if he tried again he knew what would happen because he knew _her_. She forgave him once. She forgot about it once, but she wouldn't do it again. She was just his cousin and his best friend and he'd just been kidding himself imagining she'd ever be anything else. It was a lot anyway, her being friends with a Doofus like him, and the idea of her seeing the universe with him even if that was all that they were...

It was almost enough.

It was even better than the Watch and tomorrow he'd go _wild_ with the new guy in it. He was going to scream and break as much as it took so that the _almost_ went away and if Humungousaur wasn't enough he'd use every alien he _had _until the almost went away and it was just enough, but for right now he looked up at the stars that were just a blur in the sky. He could barely pick out one from the next so he just pointed at the one that stood out the most. "That one. The big red one."

"That's a good one," Gwen said and it didn't sound teasing at all as he blinked and everything came back into focus as something wet ran down his cheeks. Something he couldn't even brush away without her seeing and asking and that disappeared in the breeze almost as fast as the thing he saw streak through the sky. "It's just a meteor, Ben," she said with a laugh as he went tense.

"Oh. Iknewthat," Ben said, the words spilling out in a rush as he made himself calm back down. It was easier with her breathing right next to him even if she was driving him _crazy _as she stared at him_._

Another one flashed by after that and he felt her jerk away this time as he watched it burn across the sky. He felt her turn her head, too, towards the dark door and the empty little table on the other side of the glass. Some part of him was surprised that Grandpa and Aunt Vera were gone to bed already, but they were old and it was late. The rest of him just stared at _her _and he barely remembered that he couldn't when she turned back.

But she didn't catch him. He knew that because there wasn't any way she would have stayed if she did. She just made a soft sound as she looked up at the stars and didn't make another noise until something flashed across the sky again. Then her words were so soft as she shifted closer and he almost screamed from the feel of her. "You're supposed to close your eyes and make a wish when you see a falling star, Doofus."

"So what?" he asked with a snort that he forced out because he knew that that was just what he'd do if he was _normal._

His Dweeb made a noise at that. A sniff that he almost laughed at even as her eyes flashed with something that was only a little bit magic. "Just do what you're told."

And Ben couldn't help himself. "You're not the boss of me."

"Am too!" Watching Gwen shove herself up at that was even more fun than watching her glare back down at him and say in a breathy voice like she was a second away from yelling_. _"So close your eyes and make a wish, Doofus!"

"Well, I'm not doing it just because _you _told me to," Ben shot back even as he closed his eyes, but he didn't make a wish because he wasn't a _baby _and wishes weren't real no matter what the movies or Grandpa said. He'd made enough of them over the last few months that he was sure of _that _even if nothing else made any sense.

And then he felt something warm and soft brush against his lips.

He barely even realized what it was when it was over, and his Dweeb was already pulling away when his eyes shot open again. She gasped when they did, and he almost thought she'd bolt but she froze there, close enough that he could feel the heat of her breath on his face as she balanced on her hands. She froze and stared down and it wasn't real. He _knew _it wasn't, that it couldn't be, that she'd _never…_

She'd never _kiss _him_..._

He knew it until he licked his lips and tasted _strawberry. _Strawberry and not the cherry that he always tasted in his dreams so he knew it was _real _and that made his eyes shoot open and find hers as she leaned over him. Hers were open so wide and stars danced in them as she - as his cousin - his Gwen - his Dweeb asked as nervous as he'd ever heard her, "Wasthatwhatyouwishedfor?"

"No," Ben said, the truth just slipping out in a gasp from between his tingling lips and he almost told her _why. _Then he saw her wince and he couldn't help himself. "I just wished you were housebroken."

\- M - M - M - M - M -

"I never thought that they would be friends," Max admitted as he watched his grandchildren stare up at the stars with all the wonder he remembered having.

"So you decided to stick them in an RV together for three months and drive around with them? I always knew that you were crazy, Max. I told Mother that the day she brought you home."

"I was just hoping that they would learn how to be in the same room without fighting." He never thought that they'd be like they were when they were little and inseparable again, but that didn't seem like too much to hope for and it wasn't, even if it felt like their mood swings were going to give him whiplash sometimes. "It was touch and go for a while."

"They're good for each other. I'm glad that they've finally remembered that," Vera said, and he didn't have to look at her to know she was smiling. A real one, too, this time.

"Good for each other," Max echoed as a worry itched at him. He watched Gwen lie back on the picnic table using his Grandson's arm as a pillow and the boy didn't say a word about it or shove her away like he should.

"Of course they are" She sighed and put her cup down. "Now, are you going to tell me what's really bothering you or not?"

"Nothing is..."

"Don't even, Max," Vera scoffed as she stared at him with her slate-colored eyes. "I know you didn't come all this way just to talk about work or watch the stars. What kind of sister would I be if I didn't? Just say it."

If he said it, it would be real and he didn't want it to be real, but the words slipped out anyway as he watched them cuddle on the other side of the door. "Gwen's wearing makeup now." The words should have been a joke. Considering the mess he saw, the one he already knew was going to be a story. One that _should _have just been one that he'd tease her with for the rest of his days, but he knew in his guts as he watched them that it wouldn't be _that _kind of story.

"Time flies."

"And Ben is actually taking showers. And brushing his hair."

Vera let out a sniff of a laugh. "I always thought that we were off by a decade when we translated the Mayan calendar."

"I'm serious."

"I know."

"What if..." Max paused because his granddaughter never told him why she wanted to wear makeup to begin with except that she wanted the dinner to be special, and it certainly was. Not that she had to. Especially not after he saw them both come sweeping in through the restaurant door, arm in arm. Max looked at them both then, all dressed up, and for the first time he saw the man and woman his grandchildren would grow up to be. The fight made him forget all about his arguing with the maitre'd, who looked just as shell-shocked as he felt. Their entrance probably saved their table, and he put it down as just them being them because they always had a flair for the dramatic.

Or that's what he _tried _to do, anyway.

Just like he tried to think nothing of the way his Pumpkin turned and looked at them through the glass. It was alook that was so pinched and worried that Max almost felt bad for watching them, even though there wasn't any way that she could see them through the alien material. Then he watched her face relax as she turned back to her cousin and all he could think about was the looks he saw across the table when the two only had eyes and smiles for each other. Ben's nervous, Gwen's shy.

They weren't looks that cousins were supposed to share.

He'd seen them scream at each other, ignore each other, laugh together and be so scared that they could barely move, but he'd never seen them so nervous that they fumbled for words like they did at dinner that first night.

Or have them look at him like they kept forgetting that he was there like they had ever since.

He kept telling himself that they were too young, that he was imagining what he saw. That they spent so much time together that they saw each other as brother and sister. He told himself that even as he watched them after. They still fought, they still insulted each other, but now...

Now all the looks he'd seen over the past few weeks didn't matter. Neither did the soft words he heard when they thought he was asleep or the fact that his grandson was letting his granddaughter cuddle against him as they watched the stars didn't matter. Not when he saw his Pumpkin push herself up over her cousin and…

And for a second Max told himself he didn't see what he thought he saw. Not when Gwen pulled away so fast. Not when he heard her shriek through the glass and raise her hand high a heartbeat later because his grandson said _something_. A hand Ben caught and used so he could pull her back down and then there weren't any more words, any more denials.

Not when he watched his granddaughter _melt _into another kiss.

"Max!" He heard his sister shout and his chair hit the ground behind him as he sprang up, his eyes on the two of them and his mind racing as he ignored her and charged the door. "_MAXWELL LEE TENNYSON!"_ His sister shouted again, the house shook from the sound of her voice as she stepped right in front of him.

"Get out of the way, Vera," he said, his voice an avalanche of emotions because this was all _his _fault. If he'd been home, if he'd seen this sooner, then maybe… Maybe he still _could _before they threw their lives away_. _"I have to - "

"You have to do what_?!" _Vera asked as she did the only thing no one else dared to. Not since Verdona… She met his eye with a glare that didn't give even an inch. "Leave them be."

"But…" Max started before he swallowed the rest of the words because If he said them, it would be real, and he would have to do something. The only thing he could think of was to take them home and tell their parents. To separate them. And he didn't know if he could do that to them. Or if he even should, but they were _cousins _and this was -

As always, his older sister was ahead of him, even if she did say so in her own unique way as she sat back down. "You're dating a lizard, Max," Vera said and he almost choked at the words. "Don't look at me like that, a sister _knows. _You're dating a lizard and I have a mud monster for a grand-daughter-in-law." Her tone was only a little bitter at the end.

"I remember," Max said. It would be a long time before he forgot the sight of the two families - Plumber and Sludgepuppy – finally agreeing on something. That their children were destroying their lives for something that wouldn't last. Neither would this, some part of him said as he watched the kiss on the other side of the glass end and his granddaughter sink back down onto his grandson's arm as her hand found a place on his chest like she thought it _belonged _there.

But it didn't.

He knew that their parents would agree on that, too. Lili and Sandra's war didn't have the body count, but the hurt was almost as bad and they'd say the same thing even now.

_And they'd be just as wrong_, a voice inside him said. _Her _voice. His better half's, his angel's, his Starshine's. Her voice did the one thing that his sister couldn't, she made him stop and think, even if it was just about his grandnephew's wedding because that was _safe. _Or it was until he remembered something else...

It was also the day he caught Gwen and Ben dancing together years ago when they looked _just _as happy. He started at the memory, the one he'd thought was so cute for so long, but now he wondered. Did it start that far back? Had he been this clueless for that long? If he'd been there, if he'd been _home _instead of saving the world would it have made any difference? He wanted to ask his sister because she would know, but other words slipped out. Dull words he'd said so many times before, but they were familiar and _safe_. "Joel was hurt that you didn't come to the wedding."

He knew why she didn't go just like Joel did, not that it made it _easier._ Nothing here was _easy. _Especially not seeing his sister jump at the words like she'd been slapped.

"After all the things her '_family'_ did, I couldn't..." Vera's voice was tight, first from anger and then with tears. She hid her eyes behind her hand to keep her brother from seeing them as she sank back down into her chair. When she finally brought her hand down she looked as composed as ever. "I still should have gone. I made a mistake."

Max nodded. He'd thought so at the time, and had said so, but he knew that saying it again wouldn't do anything to help. Not her or him or the kids on the other side of the glass. Kids who were whispering to each other now. Whispering like -

"Don't make _my_ mistake, Max," Vera begged before he could finish that thought and he was almost grateful, because if he did he'd have to _do _something. "Are you that afraid that he'll hurt her? Or she'll hurt him?"

"Never." That wasn't what he was worried about. Not really. Even at their worst, he had never worried about that.

Vera nodded as she reached for the teapot with a shaking hand and refilled her cup. "I can't tell you what to do, Max. And the Lord knows that if I did you wouldn't listen. You have to do what you think is right. Just make sure it is for their sake." Vera paused, refilled her teacup, and took a sip as she looked out the door again and smiled. "Turn off the light, will you while you're thinking about it? It looks like the show is starting."

For a second Max almost yelled at her as his head shot up, but the kids weren't…

They were just lying there on the table, cuddled together in the unzipped sleeping bag, pointing at the sky and maybe giving each other butterfly kisses as they whispered to each other. He couldn't tell as he stared at them for another long moment before his hand found the light switch. Then he went back to the table, set his chair back up, and sat back down in it. He and Vera didn't say anything else after that. They just sat there and watched the sky filled with falling stars through the glass. Most were gone in a blink. Some lasted longer. He had always thought that they were beautiful.

Tonight they only made him sad as he made a wish for the only one he could think of that would help and the only thing his grandfather said he should always ask for. Wisdom.

Not that it worked. He didn't feel any wiser or have any more answers when he saw Ben point at the sky from the corner of his eye. He didn't think anything of it until he heard Gwen scream and push herself up. This time Vera didn't stop him when he jumped to his feet, this time she was right behind him as he rushed to the door and yanked it open just as Gwen all but ran into him shouting, " -andpa!" She froze when she did, her mouth turning into an O of horror before she shook it off and grabbed his hand in both of hers.

"Gwen? Ben? What in blazes is - ?!" Max asked as she pulled him outside even as Ben just stood there by the picnic table with his hand on the watch and his eyes on the horizon. His eyes followed his grandson's and it only took him a second before he spotted the star that wasn't falling anymore. That was just hovering over the glow in the distance.

Over Phoenix, he realized in horror as another smaller and brighter light flashed down from the first and an explosion lit the sky.

\- o - o - o - o - o -

Erico Omake

Omnitrix Log, Day 742

"The Tennyson child has unlocked the Vaxa- Oh. Never mind. The Omnitrix operating system determined that the genetic sample it scanned was superior to the one built into the system. At least physically. Why is it only that the most brainless and criminally violent members of the sentient species in the galaxy decide to visit Earth? There was a reason that I'd used Velomak as the Vaxasaurian sample, he at least _tried_ to seek a nonviolent solution before charging in! Enough. Between this and the Necrofriggian sample that I _still _can't make heads or tails of I'm just going to modify the Vaxasaurian sample in the Index and then I'm taking a break. This child and his backwater planet just makes me tired all over."

\- o - o - o - o - o -

Author's Note

The art for this chapter is from banmes. If you like it, please leave a review deviant art. Just add /banmes/art/ben10-188261696 after the com.

Chapter 30 now has a podfic, too! One that you can find at youtube, just add /watch?v=hxpL5m88IR4&t=109s after the com and be sure to leave Nost Algia a review if you like it.

And there's more Little Moments too! It's not n, but delmartian has done an AU that is certainly in the spirit of the story and I think is very well done. So if you want to see more of what happened after the New Years kiss you can check it out at: /s/13639019/1/Little-Moments-AU-Side-Stories. As always, add after the net and leave a review if you enjoy it.


	33. The Vengeance of Vilgax

**Chapter 33: The Vengeance of Vilgax**

_Inside the Rustbucket_

_North Central Avenue, Phoenix Arizona_

_12:37 am; June 17th, 2000_

"-en?! Pumpkin?!"

Gwen heard her names being called out over the fading rumbles of thunder just like she felt the hand that was shaking her shoulder and wished that they would just _stop _so she could go back into the dark because everything _hurt._ She hurt like she never had before, from her head down to her toes in a pulse that always ended up concentrating in her stomach until she could barely breathe. It felt like she was going to be sick, or she had been over and over again until there was just a space inside that the pain nested in. The pain that she tried to curl up around, but the hand on her arm wouldn't _let _her.

That was what made her open her eyes, or try to. Only one _worked. _The other felt stuck shut like the time she'd gotten pink eye. She wanted to wipe the gunk away, but her hands felt so heavy, so she just blinked with her good eye at the room that was dark except for the soft orange glow of the clouds and the stars just past them that she could see in the spider-webbed sky.

Stars. There was something about the stars. Something _important_…

The stars disappeared before she could remember _why _as the shadow of a man leaned over her. Only the pain kept her from bolting, the pain and the red light that flared to life as the man brought his left forearm up and revealed a face that she _knew._ Only she'd never seen the wrinkles cut so deep around his eyes before. "Gran'pa?" She croaked out because she was _mad _at him. She remembered she was, but she didn't remember _why _and even saying that much made the room sway around her so she didn't ask because it didn't matter. She just gagged and whimpered, "Gran'pa, I don' feel good…"

"Pumpkin?" Grandpa gasped, his voice shaking and for just a second she was sure he was going to pull her up into a hug because he sounded that happy. Even as mad as she was, she wished he _had _so she could bury her face in his shoulder like she used to and like he _should _have months ago, but he didn't. Not now and not then, and the thought made her good eye _burn _as he just stared at that too bright light on his forearm as he waved his right hand over her. Only the pain in her stomach kept her from rolling away so he couldn't see the tears she knew were coming, the ones she wouldn't even let her _Doofus _see_. _The pain and the hand that came back to her shoulder after a sudden beep that filled the air. "Hold still, Pumpkin."

Her Doofus…

_Her Doofus would take care of her._ Gwen closed her eye and smiled at the thought as the world went dark. The same warm dark she'd felt when they'd been watching the stars together and he had his arm pillowed under her head. She heard more beeps then as her alarm went off, and for once she just ignored it.

_She _ignored it.

"Pumpkin?" Grandpa's voice cut through the dark again even as the beeps of her alarm clock started to slow down, and then his hand went so tight around her shoulder as he shouted and his voice echoed around them. "Gwen! Stay with me, Gwen!"

But it didn't matter. Nothing did. The night and the stars were right _there _and -

And she felt something _**cold**_ hiss against the side of her neck. A chill that _burned _from her teeth to her toes and felt even worse than the pain did as it raced through her body. Raced like the beeps of her alarm and her eye shot open in a sudden panic because she going to be _late_ and her mother was going to -

But her mom wasn't anywhere in sight.

"Grandpa?" She asked the man who _was _again through clammy lips and a mouth that tasted like pennies as she rubbed at her gunky eye because one wasn't enough. She felt some of the crust that she'd expected, but her face was so much _wetter _than she expected all around her eye. Wet enough that it was almost like she'd been crying, but the stuff felt too warm and sticky for tears. But she could _see _when she took her hand away again and that was all that mattered. Not that anything that she saw made any _sense. _"Grandpa? What's wrong? Where are we? Where's - ?"

The question died as more stars - as _sparks_ rained down from somewhere just over the man's shoulder. Sparks that lit up the man that she was staring at while he knelt over her in his Plumber's suit, and his dark brown eyes looked so worried, but it was his chin that she couldn't take her eyes off of. His chin and the almost white beard that covered it. One that was streaked with black _gunk. _"You said you'd _shave,"_ she whispered even though she just wanted to growl because that was all she could do when every breath _hurt _and tasted like burned metal and rubber. "You look like - like - "

He looked like he was going to. Like the him that they'd seen in the future.

The thought clawed through the sludge in Gwen's brain and made her gasp and that set off a coughing fit that made a bomb explode in her stomach and left her reeling as she rolled over and threw up everything she _ever _ate, even if it was just popcorn.

Popcorn. The stars. She was eating popcorn while she was looking at the stars with - "Where's Ben?" She croaked out as the fog around her thoughts started to lift. A fog she didn't even know was there and clung to her even though it didn't _matter. _Not when he was going to _go away _and Grandpa was already looking like he did when -

"Lie still, Honey," Grandpa said and the worry in his voice cut through her thoughts, but it was still as gentle as his hand as he tried to push her back down. "You banged your head pretty good and your stomach… The seatbelt… The medkit's working on the worst of it, but - "

Gwen just shook her head even though it made the world _swim. _A world that didn't _matter_, not when she'd seen what it would turn her Doofus into and -

And she wouldn't _let _it.

"Where's Ben?" Gwen demanded over the sound of her racing heart as she pushed herself up.

"Gwe - " Grandpa started before the alarm let out another beep and more sparks rained down from the roof behind him. No, the _wall. _One she _knew_ even before she looked up and saw the dining booth hanging over their heads and the giant window passed that, the glass spider-webbed with cracks.

They were still in the Rustbucket.

They never left it, she realized as Grandpa tried to push her back down against the cabinets that she was lying on in the middle of a mess of a life. Of three lives. She saw the books and the pots and pans and everything else that Grandpa loved that _should _have been put away instead of being scattered from here to the windshield_. _"Where's Ben? Because I'm _not_ \- " She started, the words an old joke that _almost _hid her worry as she tried to figure out what happened. And then her Grandpa cut her off with three words that made everything else go away.

"I don't know."

She'd heard the man sound so many different ways. She'd heard him happy and sad, laughing and determined, always determined, but she'd never heard him sound like _this. _Not _scared. _Not even when things got their worst, unless…

_No_.

"Wh - what do you mean you don't - ?!" Gwen demanded as she fought against that hand. She was a _ninja sorceress _and a _hero _and - "He has to be here! Ben! Come out, the game's over, you _Doofus!_" She shouted at him as she kicked her heels and heard something glass break under her boots. The TV, something inside her said. The one they'd been watching when -

_NO. _

"I - " Grandpa said, the word clipped and hurting even before he took a breath. One that shuddered. "I need you to remember, Pumpkin. What was Ben doing when - ?"

Gwen shook her head at the nonsense words as she kept looking even as she reached for her magic, but even _trying_ her gasp as the pain in her head _exploded. _The pain sent her hand flying for her temple again. The temple and the wet stickiness that covered it. One she _knew. _One she'd felt before when they were helping people who were in a car crash and she smelled the same mix of burning rubber and plastic as the car burned…

She pulled her hand back like her head was the same fire, and saw the red there. The red that was almost lost in the black of the gloves that she didn't remember putting on. Her Plumbers suit, she realized with a start as a shudder went through her. The one she only ever used when… "Where's Ben?" She demanded with all the air she had left, and the words were as frantic as the beeping alarm.

"Focus, Gwendolyn!" Grandpa yelled right in her face and the shock made her look up. He never _yelled. _Not at _her _and her eyes burned at the surprise of it. Maybe he even saw because his next words were so much softer, but no less frantic. "I need you to remember! What was Ben doing when we got hit?!"

"H - he… he… " Gwen stammered as she tried to remember, as bits of it came back. The feel of her Doofus sitting next to her in the booth, his hand wrapped around hers. For once they didn't watch the buildings and stopped cars that they raced by through the side window or the world rushing towards them in the windshield. No, they just stared at the TV. A TV that was filled with the flashing light of lasers and explosions and the screams of the people who were trying to get away.

People who needed _heroes. _

"I - we were - " She shook her head again as she remembered Ben letting _go _even as they passed the first buildings of the city. She even remembered thinking that she should have yelled as he stood up, his hand on the Omnitrix even though Grandpa always told them _not _to, not when they were going that fast. "He's here! He has to be - !" She shouted at the man over her as she turned so she could look over her head for the bathroom her Doofus was always hiding in, or the huge rear window there, the one he'd be keeping watch at while Grandpa…

Only it wasn't _there. _

_None _of it was. Nothing was past the fridge, and even that was missing. There was just twisted and torn metal where the bathroom _should _have been, and air where everything else was. She stared out at the street beyond. The one that was lined with trees and light posts and the ruined fronts of shops that looked like they'd been hit by a shotgun or a small tornado and dumped so much junk across the road. And behind the stores…

Behind them, there was just smoke and a flickering glow that lit the night sky and squeezed her heart. "He - He - "

"Gwen…" Grandpa's voice called out again, and it seemed so far away when he was so close. She stared up at those slate blue eyes that were wet in the orange light. "Did he change first? Did he go hero?!"

"I - " Gwen tried to say, tried to get up as she shook her head, and finally saw the soft glow over his arm. A glow that was a screen that had her name and Ben's splashed on it. Their names and so much more. Hers was a mess of graphs and long words and Ben's… Ben's just had two that she could read even though the letters were flipped as she stared up at them.

**No Signal. **

"No," she whimpered, her eyes burning.

"Pumpkin…"

"He - " she started as she squeezed her eyes shut and tried to remember, but there were just bits. The feel of Ben's hand in hers, his grip so tight that she would have yelled at him but she knew she was squeezing back just as hard as she studied the spellbook that she had in the other, the frantic noise from the TV as flashes of maps and warnings mixed with video of fire and people running, and how her Doofus looked as he sat there, fire reflected in his eyes as he set his jaw and…

And he didn't say a word during any of it. Not until the very end and Ben looked at her and said the only two words that mattered.

_Hero time. _

Gwen barely heard him say the words over the roar of the Rustbucket's jet engines, but they were so loud in her head now that she didn't know how she'd ever forgotten them. And they'd been more than enough back then as they watched another video end in static. Enough that she remembered nodding, enough that she reached for her seatbelt even as Ben reached for the Omnitrix and…

And the words came rushing back as it all hit her at once. The words and the tears that burned her eyes even as she grabbed her Grandpa's hand. "We had to go and help. We _had _to! I know you said to wait, but we _couldn't_! People were - " Gwen rambled, desperate to both explain and apologize even if she choked on the last word. "We're good. I know that you said not to go Hero without you, but we've been doing it for years now and we're _good_ at it! Really good! We could have - ."

The man sucked in a breath at the words and she braced herself for the yelling she _knew_ was coming. The hot words she _deserved _because _she _was the responsible one, the one who _should _have stopped Ben, but - but she didn't. And neither did Grandpa. He just let the breath out and sighed. "I know, Gwen. I've known for a while now," He sighed as he brushed his hand through her hair. "It's okay. We'll talk about it later. What happened to Ben?"

Gwen pulled away from that hand with a sick stab of worry. She knew that her Doofus always got blamed for everything that they did together. When she was younger it was part of the fun, but not now. Now she had to make Grandpa understand. "We both decided! It wasn't just him. It wasn't his fault. We're a team now!" The words were frantic now as she grabbed the man's hand because…

Because they were a _team. _No, because they were _more _than that now. Her lips tingled at the memory of his kiss and she just wanted to _scream _because he needed her and she didn't know where he was. Her hands clawed at the cabinet under her so she could pull herself up. Her stomach and her head both burned like supernovas when she did, and she didn't _care. _She just fought against the pain and her Grandpa's hand until it was too much, until the pain just exploded behind her eyes and she fell back gasping for air. "Where - where is - ?!"

"That's what I need you to tell me, Pumpkin!" Grandpa said, his voice as rock steady as his hand as he held her down. "Did he go hero?!"

"He - He - " Gwen started again as she panted for air and felt the sweat soak the clothes under her Plumbers uniform and gasped for air. Not even double sessions of karate and gymnastics made her feel this bad, this _weak _and she couldn't be. He _needed _her, and she just laid there, gasping for air and shaking her head as she remembered the roar of the Rust Bucket's engines, the jets hidden in the sides that made the world race by, but they were still going so _slow _as Grandpa slammed through all the abandoned cars in the way. "He was standing up and dialing through the watch, looking for XLR8 so we could get there faster. I was just reaching for my seatbelt when I saw…"

Something reflected on the TV after she turned it off. A flash of light. One that she _knew _even before she spun around and saw the blood-red blur cutting through the air next to them. "I - I - " She tried to scream a warning, she remembered that, but the words wouldn't come. Not before whatever it was split off and raced into the sky and for a second there was just the relief…

And then she saw the shape in the street that they were racing by. The shape that was bigger than any truck, that was as big as a _house_ that stood on metal spider legs above burning cars and buildings. She remembered seeing the two sets of stoplights that were hanging between them and it, their red lights so bright even with the fires all around them.

Lights that _disappeared _as it swung its cannon around, the end already glowing as bright as the sun and she _knew. _"I tried to grab him…" Gwen said as she remembered spinning around and her hand flying out for her Doofus's and the look on Ben's face as she grabbed it…

She grabbed his hand, but she couldn't hold on. Not when the whole world kicked the back of the RV in a flash of fire and thunder. She remembered hearing the Rustbucket scream with her and everything twisting as his hand slipped away.

As she let him _go. _

"Where are you, Doofus!? Ben!? Ben, this isn't funny!" Gwen screamed so loud that her voice cracked, but he didn't answer. He _wouldn't. _She let him _\- _"_**Ben**_!"

She couldn't find her Ben, so she looked at her Grandfather instead because he _always _knew how to make things right, how to make things _better. _He had always been her rock. Not just because of his size, but because he was as calm and unchanging as any mountain. No matter how bad things got, he stayed steady.

Until now. Now she watched as he just _rocked _back on his heels at her words, his hand slipping off of her shoulder as he looked up at where the back of their home used to be and the gaping hole that was there now. A hole that was more than big enough for…

"No," she wanted to scream the word, but she couldn't. Not when fires burned behind her eyes and against her chest as she made herself roll over and fought to get up on her knees. She let him go. She let him _go. _

A hand found hers then, one so much bigger than the one she wanted, and she felt her Grandpa try to push her back down and she blinked away her tears just in time to see the ones running down her grandfather's face catch the dying light of their home. Felt him push her down and start to reach under her shoulders and knees. "We have to go, Pumpkin," he said, the hurt not reaching his voice. "It's not safe here and - "

"No!" Gwen howled as she shoved him away. "We have to find him! He _needs _me! We're _partners_! We promised!"

Grandpa just stared at her with his shoulders slumped and for a second she thought he _remembered _that he was Grandpa, that he was Max Tennyson and he never gave up. Not when he flew in Vietnam or fought aliens. That Ben was his favorite and hers and they _couldn't _just leave him out there alone. They _couldn't. _She was _sure _he remembered, and then there was a sharp rumble of something that lasted too long to be thunder and he set his shoulders at the sound. "I'll find him once you're safe, Gwen."

"No!" Gwen cried out as she wiggled away, the words just spilling out of her because he didn't _understand. _"He needs me! He needs my help _NOW!_"

Her Grandfather stopped as she hit his arm. He stopped and stared before he reached up and ran his hand through her hair just like he always did when she was sick. "Gwen. I'll find him. If he's okay I'll bring him to you. I promise I will, but... but if he isn't… You shouldn't... That shouldn't be..." He took such a deep breath at that as Gwen's throat closed up at the words and how he closed his eyes and hung his head when it was done. "You don't want that to be your last memory of him. Please believe me, Pumpkin. Try to remember him like he was when you two were watching the stars. Remember that. Not..."

She tried to. She tried to remember the way her Doofus laughed as he threw popcorn at her and - and the warmth of his lips as he pulled her down after his stupid joke. She tried, but all she remembered was the feel of air when she let his hand slip out of hers.

That was enough. That was too much when Grandpa tried to pick her up again. She didn't even know she was thinking the ancient words until she shoved her hand in his face and the magic exploded out of it. "_**NO!" **_She gasped even as he bit off a cry and recoiled away from the flash. She only caught the reflection of the dazzling spell, but even she saw the stars from the light.

The ones that they'd _never _see because she -

"Gwen, what are you _doing?_!" The man shouted as he reached for her, half-blind, and she shoved her hand out before he could reach her. The dark came roaring back even as she cast the shield spell. A dark she shoved away as she made herself roll over and climb back to her knees as the fires in her head and gut stole away every bit of her air. She felt things crunch under her hands and knees as she made herself crawl to the front, past the seats until she reached the windshield. It was so fogged with cracks that it looked more like the crystals she had in her collection at home than glass, but it held better than the shield behind her even after she pressed all her weight against it. So she used the last of her breath to whisper the start of a spell she'd never cast before on anything but a leaf, but she learned just in case. "Tempus ini - " that was as far as she got, as far as she could go as the pain took away _everything_.

Almost everything. Everything except for the fact that her Doofus was out there and he needed her. Gwen saw the flash of pink light through her tears. The leaf crumbled into dust before her eyes the first time she cast this spell, but the glass didn't. She wasn't sure it had done _anything _as she forced her weight against it again and again until she heard something crackle and pop just before the alien glass gave way under her weight. Gave way so quick that she stumbled for four more steps before she collapsed into the grass that she didn't even know was there. Grass she retched bile into even as she heard her Grandpa scream her name again and the sound of his feet as he went the other way. She tried to breathe, tried to see, tried to _think, _but the pain stole it all away.

Somehow she pulled an arm away from her middle so she could reach out with the hand - _the one his slipped right out of - _for the mana that she felt all around her, but it was like the smoke that filled the air all around her.

Or it _was_ until her hand felt something rough and solid through the material of her glove, and under it…

She _felt _the energy under it. She felt the solid pulse of it that the mana that she usually gathered just didn't have, and it was like a heartbeat under her fingertips. A slow one, an ancient one. As old as the tree, she realized as she brushed her hand over its bark.

And there was more around her. Mana in the grass, in the trees that were growing in a line down the street, even in the dirt under them. Somehow she felt it _all _and it was like a song in her ears. The one her journal talked about, the one she _always _wanted to hear and now she did and it was _beautiful. _

But her Doofus _needed _her and she didn't have time for beauty. Not when she'd already let him down once. The mana she usually called on wouldn't come, but the energy she felt under her hand _couldn't _get away and she took it without a word. It felt so _cold _under her skin when she did, cold and oily like her Grandpa's flu remedy. She took it even as she felt the bark under her hand go brittle and old and the grass under her knees dry out. She took it even as a taste that wasn't _real _filled her mouth and made her gag out more bile even as the pain in her stomach and head eased even as something over her heart _burned _like fire.

She took it anyway. She took it _all. Nothing_ slipped away from her this time and when she opened her eyes…

The world _never _looked like this before. It never burned in colors like this with a song so sweet that she _wept _even though it was so faint she wasn't sure if she heard it at all_. _It burned and sang everywhere except around _her. _There it was dark as she drank in the last of the colors. A dark that didn't go away even after a violet light that burst to life around her hands. Not the bright one that Ben _insisted _looked pink though. No, this one looked almost _black _even though it seemed to burn so much hotter than it had before.

She felt _sick _as she stared at the color, but she barely had time to wonder about it before she heard a noise behind her and spun around.

The world was so bright, but it was _nothing _compared to the furnace of color that was rushing towards her. The _star_ that felt every bit as warm as the sun.. A star she reached for before she felt it - felt _him _grab her upper arm and roar in her Grandpa's voice. "Stop it, Gwen! That's enough!"

And the roar of his voice was like a punch. Enough that she opened her eyes in shock and horror and saw _him _hidden inside that white light. The light she almost _took _as she gasped his name in horror at what she'd almost done, and then again when she looked and saw what she _had. _There was nothing but dead grass and trees lining the road even as their mana burned like dry ice inside of her.

The mana she _stole _without a thought. "I - " Gwen tried to say, tried to explain as the journal's words ran through her with the thud of her heart.

**Only the darkest…**

"I'm sorry," she whimpered, and she didn't know who she was apologizing to.

"It's okay, Pumpkin. You did what you had to," Grandpa said as he pulled her close even though it _wasn't._ Even though she could see the _horror_ in his eyes in the second before he pulled her against him. Eyes she couldn't stand to look at, but when she looked away…

Some part of her wondered why the Rustbucket had a glow of its own when none of the stores around her did. A faint one that almost looked like the light that burned inside of Grandpa. That was how she found the rest of the Rustbucket. The glow led her eyes to it as it just laid there, collapsed in on itself, almost a hundred feet away. It was mixed with their clothes and the shattered remains of their dressers and bunks and the engines that got them so far so fast before it tore itself apart across the asphalt and slammed into the store on the other side of the street.

Their home was torn apart across the length of the street and mixed in with it all were the stars that she sometimes imagined that the old RV would someday take them to. They were little flickers of green light that didn't look a thing like the ones she saw in the night sky, but she never dreamed that they'd be so close that she could just _walk _to them, and she laughed as she pushed out of her Grandpa's arms and did just that as the world proved her wrong.

"Beautiful_," _she sighed and laughed as she danced over them because they were the same color as Ben's eyes. "They're _beautiful." _

_He _was beautiful. Why didn't she ever tell him that? The words hit her like the thumps of her out of step heartbeat as she spotted one that was more than a speck. One that was a _sun_ of green light that filled the store that the back end of the Rustbucket was resting against. The sight of it made her heart race with thumps that she felt in her feet and hips even as she heard her Grandpa gasp at something behind her as she raced towards it.

She felt something hard and rough when she finally reached the store and the star. Something that she didn't even realize were bricks until she _made_ herself look past the light even though it sounded like _his _laugh. Bricks she scowled at before she started digging because she _had_ to find that star. She just had to.

His laugh was too sweet to turn away from now.

It was so much sweeter than the noise she heard a second later, the scream of metal on metal before she heard a real one. "Gwen!"

Gwen would have ignored _anyone _else, but it was her Grandpa and she turned away from the green light then. She turned away as the thumps she felt in her feet got bigger and as something fell burning from the sky. Grandpa was ten feet behind her, and she saw every bit of his panic written into the map of wrinkles on his face as he looked at her with his pistols in his hand. "Pumpkin, we have to - " he said even as he started running towards her. He was so fast. So much faster than the size of him would have seemed possible.

He wasn't fast enough. He only made it a few more steps as the metal _thing _smashed through a billboard and stepped onto the same street that they were on. It stood on three spider legs and towered over every building on this street with just smoke and fire filling the air behind it. It was a thing of blood-red metal and fiery electric eyes that tracked them the second it saw them. A thing that had a cannon in its chest that was as big as her daddy's car and one that she'd seen _before. _One that had taken Grandpa and it took her and her Doofus and Xylene all working together to beat, but that one was _bigger _and Ben…

Ben called it a Mechadroid. The thought came from nowhere and almost made her laugh because it would have sounded so _stupid _if anyone else had said it, but he…

He was reaching for the Watch when she saw this _thing _through the window.

"_You_," Gwen hissed as the cannon swung around just like it had before it took her Doofus away.

She heard her Grandpa's steps getting closer, heard them even over the heavy thuds of the robot's spider legs slamming into the ground and the sound of his pistols firing. The light of the alien weapons burned at her eyes, but that was it. It just flared against the bloody red armor without even scratching the paint as the man yelled again, "It must have followed us! Pumpkin, run!"

Gwen didn't. She just raised her hand even as she saw the light burn in the drone's eyes and at the bottom of its cannon, both of them burning like fire as she looked right down the barrel, but her hand didn't tremble even a little as she spread her fingers wide and called forth a spell she'd cast so many times she didn't even need the words anymore, which left her free to say the one that _mattered_. "_You…" _

And the thing fired.

Grass burned, windows shattered, and the street in front of her was stripped down to the bedrock in that flash of light. She heard her grandpa scream over the crack of thunder, but she didn't pay him any more attention than the alien plasma that slammed into the shield that she called to life not an inch from her palm. She heard her Grandpa's gasp when the fire was done and the shield was still there, not even cracked as it protected them and the stars and the Rust Bucket behind them. "Pumpkin?" the man whispered, as shocked as she'd ever heard him.

Her nickname was a word which she barely recognized over the sound of her own heart as she took another step forward. The drone just stood there and she could almost _see _the equations that were running through its electric soul, but she didn't care. Not when hers _screamed_. She barely even noticed it when the missile packs at its back shifted up to its shoulders, but it didn't fire. It just twitched as she took another step towards it. A step that took the toes of her boots right up to the ledge that the blast had dug into the road. Close enough that she could feel the heat of the still glowing asphalt through her boots, and it was _nothing _compared to the fire in her heart as she hissed, "_You hurt __**Ben**__!" _

Gwen's voice echoed itself again and again and this time the drone reacted. It took a step back, one that came too late as the shield that just saved their lives burst to life around it instead in a bubble that was bigger than the Rustbucket, bigger than her _home,_ the biggest she ever cast and it didn't matter.

She just made her hand into a fist and _squeezed_.

The drone let out an electric howl as the shield _shrank _around it. It howled even as it slammed hands the size of cars and legs as big as trucks and as sharp as knives into the violet energy. She felt every blow, felt it in her hand and her head, but she didn't stop. Not when it fought, not when it _couldn't_, and not after. Her hand finally shook then as she squeezed the air and felt the strength of the drone's armor against her palm. She heard electronic sounds of panic that almost sounded like the noises she'd heard from too many of her Doofus's video games as something that felt like fire ran down her face and dripped like rain, but she ignored it as she spat out the only three words that mattered. "_**You hurt my Doofus!" **_

And the armor _gave_.

She felt the crunch down to her _soul, _all the way down to where the sick oily feeling still was even as she used the mana. She felt it a second before there was only fire. Fire in her hand and in her bubble, too much for the shield to hold. She saw the cracks even as she felt them pound in her skill and she barely had enough time to let it weaken at the top.

The explosion knocked her down to her knees even as the fire shot a hundred feet in the air, but all she felt was a rush of heat and then it was gone. Gone like the palm of her glove, and she stared at the red skin under it. She felt the burn as she closed her hand. Felt it like it happened to someone else, only if it had she would have done something. Now she just let her hand drop as she turned.

Not for her Grandpa. Not for their home or the stars on the ground. The ones that looked like _him. _No, her eyes searched the sky for the _thing _she knew had to be there. The thing that they'd seen before through the windshield after Grandpa made the last turn.

The massive ship was still there, hovering above the city like the ax she always imagined it was. An ax with twin blades that were colored the same blood red as the blood that was drying on the fingers of her glove and the drone she'd just destroyed. Twin blades with an electric storm burning between them.

That ugly light was what caught Ben's attention, she was sure of that. It was what made him look away from the TV and suck in a breath. One that sounded like the name none of them dared say before even though they all _knew _whose ship it was.

Vilgax.

Their first enemy, and their worst. The one who would do _anything _for the alien watch her Doofus was wearing. The same one Ben reached for when he let go of her hand and stood up with just two words on his lips. Two words that made her reach for her seatbelt. "He said... We were going to..."

_Hero Time. _

The words echoed in her head as she glared at the starship like she could see the _monster _inside as it hovered over the tallest building in the city. One that the battle hadn't touched yet even as it raged in the city all around. One that was _still _raging she realized as she watched missiles scream across the smoke-filled sky. A dozen of them, and not towards the city. No, towards the _ship. _

There were still people fighting out there. Still people who needed _heroes. _

And watching the missiles explode as a laser swept over them from the ship didn't change that. Neither did seeing Vilgax's ship let loose a larger bolt of alien fire without even turning. One that leaped through the sky that filled with a distant boom a moment later. One that was as faint as the whisper she used to call up her glowing carpet of mana, but a hand caught her arm before she could step on it. A hand that spun her around so she'd face the man who meant more to her than her parents or her friends even when she was mad at him, even when he _left_. More to her than _anyone _else.

Almost anyone.

"Gwen, what are you - " Grandpa started as he held her there, his eyes as wild as his wind-torn hair.

Hero Time, Gwen almost said, but she wasn't her Doofus and she didn't feel like a hero right then.

"I won't let him hurt _**anyone**_ else," Gwen promised instead as her heart burned, but she twisted her arm and broke his grip anyway. Then she called up another shield between them before her grandfather could do anything else to stop her as her voice still echoed as his eyes went so wide with worry that she barely recognized it. Any of it. Him or her Her voice or the heat she felt running down her cheeks as she turned away.

It was all she could do to step onto the platform as he called her name over and over again as her shield kept him away.

She wished she had time to find her spellbook in this mess, her spellbook and her journal, but she didn't. Maybe someone else would use them one day. She almost told her grandfather to make sure that they didn't just disappear into Aunt Vera's garage, but she couldn't. It was all she could do just to keep moving so she could make this _right. _

And she wouldn't let go this time.

"Gwen!" Grandpa bellowed one last time. "Gwen, you don't - !"

Gwen just shook her head and wished she could find the words that would explain, that would take the pain out of her Grandpa's eyes, that would make her parents and his _understand, _but she'd never found them in any of her books, so she said the only words that mattered. "_He hurt __**Ben." **_Even with the echoes, the words sounded so small as her eyes found that ship again. They weren't enough. Nothing would be. Not when the Rustbucket, not when their _home _was a wreck all around them, a wreck not even Grandpa could fix. Not when Ben didn't even _try…_

He would have saved them if he could. She knew that. He would have shouted for them, he would have done _something. _Her eyes burned as she looked at the wreckage all around, all the piles that were the right size as her mind told her over and over again just how fast they were going and what the ground would do to _anyone _who hit it at that speed, and as she remembered those two words that hovered over Grandpa's wrist. He was…

"Ben's..." Gwen whispered, but her voice froze on the word she _couldn't _say as she stepped onto the platform made out of stolen mana. Not when _she _was the one who let him go.

"No, he didn't!" The man shouted, his voice booming as her breath caught and she spun. He held out a hand and all but begged on the other side of her shield, "Look!"

If he didn't sound so desperate she never would have, but she did and that was when she saw the sliver of a crystal he pressed against the shield with his hand. A blue-green one that glowed like a star under her eyes. A star like all the others on the road and stole her breath away. "It's Peranite! It's a bit of Diamondhead. He went _hero, _Pumpkin! He went Diamondhead and he's okay!"

Gwen didn't say a word as she let the spells that conjured the shield and the platform both so so she could take that speck of a crystal and cupped it in her hands. Time seemed to slow down as she stared at it, even as drops of violet fire fell on it like tears. "_**He went**_…" Gwen tried again, and this time she heard the voices say the words as she looked up and saw all the stars just like it on the road. Diamondhead was tough, she _knew _he was. He could take falling out of the Rustbucket at that speed. He might have been the _only _alien in the watch that could, but… but he'd still be hurt. He'd still….

The stars…

Only there were too many. More than the crash should have made, and he'd be here if that's all there was. She _knew _he would be, unless…

The little shard of him fell from her hands as she rushed back to the star under the bricks and _dug. _Dug until she found it, the razor-sharp shard that was as long as her arm. One that _couldn't _have come from the crash, that he must have _shot _like she'd seen him do so many times before, which meant...

"That's right, Pumpkin, " Grandpa said as she sucked in a breath and he grabbed her arms. Grabbed her and spun her around so he could kneel and look her right in the eye. His were as frantic as she'd ever seen even if he kept his voice locked down. "He's _fighting, _and we both know who. He _needs _us, Pumpkin. It's almost been ten minutes since we crashed and he needs us and you're the only one who can find him."

"He - " Gwen stammered as she tried to _think, _as she tried to remember the map she'd just glimpsed at as they were coming as they rode in and tried to figure out where they'd go, where Vilgax would take him. She tried so hard that she could cry, but there was too _much _and she looked around the store, a tourist trap if the junk she saw on the walls meant anything and she felt a surge of hope even as she pulled against the man's hands_. _"I - I need a map and a radio! Or a computer and - "

But Grandpa didn't let her go. If anything he squeezed her tighter. Squeezed her until it _hurt_ and she looked back. "Not like that! _You _have to find him, Gwen! I _know _you can! I've seen you do it! You did it when that nut took him at the water park and - "

Gwen heard the words, but they didn't make any sense. "I - I had a map and a street name then - "

"Only the first part and there were _four_ streets that shared it, Gwen."

She shook her head. "I just - I just guessed! I got - "

"No, you didn't, Pumpkin." Grandpa didn't yell the words, not this time, but that didn't make him sound any less certain. "You just looked up when we got close and you _knew. _You knew just like you do every time the three of us play hide and seek and you did when you were both little and he ran off in the mall. You just _know _and I need you - _Ben _needs you to do it again. He needs you to do it right _now!" _

"I don't - I don't - " Gwen stammered as she stood there and tried to _think _even as she clutched the diamond shard against her chest and didn't let go. Not again.

The words died then. Died as she stared down, as she saw that green light and heard his laugh again. Then her head shot up and she _looked. _Not with her eyes, but the new sight that she'd only had for minutes even though it felt like she'd been using it all her life.

There was so much more light out there now that she was looking further than the few feet around her. So much more than she'd seen even a moment ago. So many colors that were so _bright, _but she ignored them all as she looked for that green, as she looked for her Doofus_, _her _Ben. _

And found him.

"Of _course_ he'd be there," Gwen whispered, fear overwhelming everything else as she stepped forward. Of course he'd be on the top floor of the highest tower and not a hundred feet below Vilgax's ship. She'd yell at him later, but for right now…

Right now she let Diamondhead's shard slip out of her hand as she stepped onto her platform, which reappeared without a word and moved without a thought. "Gwen!" Grandpa shouted behind her, and she left him there.

He was _her _Ben and there wasn't _time. _

Gwen ducked low as the wind pulled at her as she made the platform move as fast as it could into the sky and smoke. She wanted to cut through the air, but the starship was right there, so she raced down the streets instead. Raced as close to the buildings as she dared, so she saw _everything _that was between her and the tower. She saw the buildings that had holes punched right through them and the ones that had just collapsed or were on fire. She saw the ruined droids that had shards of diamond as tall as her shot right through them. There were dozens of flying ones just like the one she'd seen in the window before and two more of the Mechadroids, both as big as the one she'd taken out and just as smashed in a trail of destruction that led right towards the tower and the ship.

And she saw the people who dared look out the windows, saw the fear in their faces as they tried to help each other in the sudden quiet as she flew by. People she should _help. _People she _ignored _as she watched that green light shine and the ship above it.

A ship she watched at first for the tell-tale glow of a charging weapon before she just stared at it and all the damage that she _knew _her Doofus didn't do. Only WayBig could have explained the craters that she saw punched into its hull. Some of them were covered with slabs of different colored metal that looked like scabs, but there were so many more. Some so deep she could see the rooms inside and the glow of machinery there. She didn't know _what _happened to Vilgax's ship, but she knew that the damage was probably why it wasn't firing its main guns down on the city, too.

Good, she hoped whatever happened _hurt _the monster who commanded it just as much as it did his ship as she got closer. Close enough that she saw just how tall the tower was. It wasn't _anything _compared to some she'd see, and if it was she _never _would have seen the flashed of red light that filled the windows on the top floor like so much lightning, but she did. She did and she _knew _what was happening on the other side of the glass even before a window exploded out as something threw another drone right through it.

One that was run through with a blue-green crystal that glowed like his eyes before it exploded in the night's sky.

Gwen flew faster then. Faster than she ever had on stolen mana, faster than she'd ever _dared. _Fast enough that the buildings were a blur and the wind would have ripped her off the platform if magic didn't hold her in place.

And she wasn't fast enough. It wasn't even _close _as she watched that green star explode out of another window. "No!" Gwen howled as it fell from the sky, as it broke apart during that horrible forty story fall as shattered glass rained down with it before it all vanished behind the little buildings that squatted around the base of the tower. "Nononononono…" The words were a raw whisper as the magic burned at her feet and hand as she poured the mana into the platform and willed it to go even faster even after she saw a bright red light flash with her eyes and a green one burn bright and fade away with her magic a moment after the fall _stopped_.

Fade away to almost _nothing. _

If she still had anything inside of her, Gwen would have been sick. She pushed her magic harder instead until the wind blinded her and pulled at her hair. Faster until there was just the tower and the loading bay that went into it. A loading bay with a row of abandoned trucks parked in front of it.

Her eyes went right towards the one in the middle that looked like it had a brick the size of a car dropped through its trailer. "No!" The one she raced to until she realized that that wasn't where the green light was. No, it was a few feet away and huddled against the front of the first trailer, away from the glass that was everywhere.

If the glass didn't fall there, then there wasn't any way that Diamondhead could have….

Relief hit Gwen like a slap even before she saw the boy huddled up against the front of the semi, lit only by the glow of his aura. The ground hit harder as the magic that was holding her up suddenly flickered and faded away. She'd already been slowing down, but if it wasn't for all the years she'd spent at gymnastics and karate she would have ended up on her face when she fell instead catching herself with a roll, even if the move made her stomach and head burn again. It didn't matter, she would have crawled if she had to. She almost did, she felt her knee twist as she sprang back to her feet.

"B- " she gasped out, but the boy didn't hear her, didn't move. He just sat there curled up as tight as she'd ever seen him with his back against a tire almost as big as he was with his face in his knees as she ran to him. As she _tried_ to run, but it was just a barely controlled stumble as her strength followed her mana. She didn't care about it, not even when she lost the barely controlled part and hit her knees not three feet away from him in a jolt that went right through her. A jolt that she barely felt as she laughed and called his name again because he looked _okay. _There wasn't any blood or marks on his Plumbers suit. "Ben…"

A laugh that died as his head shot up with a gasp, his face lit by the yellow glow of his watch. His face and the wet streaks under his cheeks and smaller ones on his forehead as he stared at her with huge pupils so huge and so dark she could barely see the green of his eyes, the green that shone so bright around him. She stared into them anyway as neither of them breathed.

He _knew. _Gwen realized and she thought she'd be sick again. He _knew _that she let him go, that she'd done something with her magic that she always swore she wouldn't. He saw the guilt in her eyes and the stain in the violet light that glowed around her and she didn't blame him for flinching away because she wanted to _run, _but she couldn't. She couldn't find the words that said she was sorry, either, and the ones she did…

"We - we have to _go, _Doofus," Gwen said even as she reached out for him and the hand that she didn't deserve to _touch, _but she had to. She had to even as he shook his head like he couldn't _believe _her, couldn't _forgive her. _"Grandpa said… Grandpa said that Vilgax…"

Ben flinched again at that name, but it was nothing compared to how he jumped when she touched him, at the breath he sucked in as he flinched away, and then he blinked again. "Dw - dweeb?" He asked, the name a gasp from his lips. She didn't have time to say a word, she barely had time to nod before he sprung forward. She bit back a surprised gasp and then a pained one as he wrapped his arms around her and hugged her tight. Tight enough that her stomach burned again and she didn't care.

She just hugged him back as she buried her face in his shoulder, breathed him in, and tried as hard as she could not to sob. She couldn't stop the tears, though, as they dripped onto his shoulder. She barely even tried.

"I thought…" she heard him gasp into her ear, the words broken. "I thought…"

"I know," she said back, her voice hitching around the tears. "I'm - I'm - " she tried to say, but the word wouldn't come. A kiss. She would have given _anything _for a kiss, but that would have meant pulling away and she _couldn't _as she hid in his arms and wished that the hug would last forever.

But it didn't. It _never_ did.

It barely felt like she touched him at all before she heard the roar of a jet engine get close and saw the light of the fire in the sky. She didn't know who pulled who against the semi so they could hide, she just felt his hand find hers as they pressed themselves against the truck and watched the thing flying towards them and then over.

Gwen watched it and squeezed Ben's hand so hard as it did. It was only then she heard the voice come out of the chest of both of their suits. A voice that was muted and almost lost in all the other noise, but that didn't hide the panic that filled it. "_Ben?! Gwen?! I know you're both close, but the ship's interfering with_ \- "

"Grandpa?" Ben sucked in a breath and she saw his aura burn all the brighter for it. "He's - "

Gwen nodded even though she _knew _he couldn't see her. Then she squeezed his hand. The hand she'd never let go of again. "He's okay. We both are."

"I thought…" Ben tried to say again before he shook his head, and then it shot up as the roar of the engines got quieter.

And Grandpa's voice came back, tight and worried. "_I don't know if you two can hear me, but something hit this truck and I'm - " _

Her promise that she'd never let go lasted almost a whole minute before Ben jerked his hand away with a, "No! No, Grandpa, don't - don't look! We're not! - " he shouted, the words tripping over each other let go of her hand and ran around the semi.

And she followed, still feeling his hand slide out of hers as she looked and saw them both standing there as the light in Grandpa's gauntlet lit up the huge _thing _on the ground not more than five steps away from the crushed trailer. A thing that she just stared at until she saw the tentacles that earned the alien _monster_ the name Squid Face. She took a step back as his angry red eyes glared at her, sure that the fight wasn't over as he laid there in the buckled metal and shattered boxes with one muscled arm stretched out towards them. Not yet.

It never was when they fought Vilgax.

Then Grandpa moved the light on the wrist of his suit and she saw the _rest _of him lying ten feet away as the aqua-green crystal embedded in him caught the light. The one that went straight through his chest and armor both, the one that was stained with the same blue liquid that covered the trailer and the ground all around him, and she realized just how wrong she was.

"Don't!" Ben shouted again, his face so white as he spun around and faced her again. "I _had _to! I - I - " he stammered as he reached for her before he jolted back before he even got close. "I - I thought - he _said - _I _saw - _"

"It's okay, Ben," Grandpa said, his voice the only calm thing as he stepped around Vilgax and the crystals that tore him apart even as he holstered his pistol and held out his hands. "Both of you. It's okay. It's _over." _

Gwen almost cried at the words until she saw Ben shake his head and back away from those hands. The sight of it made her _freeze _as she tried to take it all in., but it was just too much.

"Ben," Grandpa said when she _couldn't. _

She just swallowed hard and watched the yellow light of the dial disappear under Ben's hand as he spun around and just looked at her and let out a laugh. "He was right," Ben said as he hung his head and shook it, but he didn't look at the alien on the ground. He just stared at his hands, his watch, and the way his voice sounded when he added, "Old me. He was right. It wasn't pleasant. Not for anybody."

Gwen was on him even before he let out another shuddering breath because they'd _stopped _that future. They'd made things better with a cake and…

And for the first time in two years she realized how silly that sounded, but she forced the thought down and made herself smile as she said, "It's okay, Ben. " And it _was. _She knew it was as she hugged him close with her voice _fierce _in her ear. As fierce as the light around her hands as she glared into the wide open and dead eyes of the _monster _at their feet and tried to find _some _spark of pity because she was a hero. Ben _said _she was, but… but he hurt her _Doofus_. "He didn't give you a _choice. _It's - "

Ben let out another sound as he recoiled away from her. A sound that could have been a sob or a laugh and was just as fierce as the light from Grandpa's gauntlet as he got closer. "Ben? Ben, are you - ?" He started before he shook his head, and she only saw it in the fading glow of his mana as he shrugged something off of his back. Something that hit the pavement with a clang.

The jet pack. The one he'd worked on _years _ago when he was bored and wanted to fly with them. The was the only _fun _piece of Plumber's equipment and so much more fun than the pistols at his sides or the lump of the medkit he had dangling from his belt. The medkit that she'd seen too much of already, but he didn't reach for. Not yet. He just pushed a button on his forearm and the light there came back. It was the brightest one on the whole dock and more than enough to see the man's face.

So she saw all the worry in those slate blue eyes and shook her head even as she hugged her Doofus closer. "It's okay, Pumpkin. Ben, your suit is back online, Sport," the man said as he got closer. "I just want to make sure, so hold still for a second and - "

"I'm _fine," _Ben said through gritted teeth and it _almost _sounded like him. Almost, except for the breath that still came too fast. The way he turned away though, that was all him. His face brushed hers and she almost smiled at the touch. She would have if he didn't blink at the light by her chin and suck in a breath a second later. "What - ?" Her Doofus gasped out, the horror clear in his voice as he pulled away but didn't let go. She saw his dark eyes dart all over her face and she _almost _asked before she remembered.

"Don't worry, Doofus!" She said even as she shook her head and tried to hide the worst of the dried blood on her face behind her hair. "I'm - "

Ben shook his head so hard that his hair _flew. "_N - no, you're not! Grandpa! Grandpa, Gwen's - !"

"I already looked her over and she's going to be _fine, _Ben," Grandpa said in that same tone as he looked at the screen over his forearm even as he kept pointing waving the scanner over her Doofus, "but you're going into shock and I need you to -"

"No, she's not!" Ben _screamed _at him even as he let go of her arm with one hand and dug the other into her. "What's _wrong _with you?! Look at - !"

"I am, Ben!" Gwen cut in as she grabbed for his free hand. "It's just - " _A face mask_ she was going to say, just to make him laugh, just so he'd say it made her look like a clown like he always did. The fake kind, the one he could joke about, but he wasn't listening, he wasn't even _looking _and she felt a tremble go through his hand even as he squeezed down on her arm.

"We're all okay, Ben," Grandpa said at the same time as he finally looked up from the screen. "Thanks to _you, _we're all - !"

Looked up too late. "What's _wrong _with you?! _Look _at her!" Ben howled as he grabbed for the scanner. "_Help_ her!"

"Ben!" Gwen shouted with her Grandpa as the boy just _flailed _even as she grabbed for his hands and Grandpa brought his up too late. The crunch was such a small sound as the Watch caught the man right in his nose. It was almost as soft as the noise Grandpa made as he gasped in agony and fell to his knee. His hands blurred as he brought it up to his face, but not fast enough.

She saw the blood spill down his mouth before he could cover it and she knew that Ben did too as he made a sound just like Grandpa did and froze in her arms. "I - I didn't - ! I'm - " Ben gasped as he backed away from him, from _her, _and pulled his hands back. She saw him go for the watch and thought he was about to go Hero, go XLR8, go _away. _

"Ben!" Gwen gasped as she brought her hands up to catch him in her magic, but he didn't touch the button that would start the watch, he reached right by it, his fingers tracing the alien metal until they found the line where it met his skin.

"I - '' Ben gasped again as he tripped and fell on his butt, but he didn't try to break his fall, he just started to pull on the Watch. "I have to take it off," he gasped as he stared at Grandpa with his too dark eyes and pulled, but it wouldn't _budge. _It never had, but this time he didn't stop trying. He just started clawing at the alien machine and his arm around it. "Get off! Get off! Getoffgetoff!"

It felt like she stared at him forever before she realized what he was doing, long enough that she saw the red lines he scratched into his skin before she grabbed for his hands and screamed, "What are you - ? Stop it, Ben! Stop it!"

Her Doofus didn't listen, he just tried to kick away from her as he said those two words over and over again and kept pulling at the watch even after she caught him in a grapple that Sensei taught her, taught them both. It should have stopped him because he didn't even _try _to use any of the counters, but he was just too _strong _as he pulled at her hands and the watch both. When had he gotten so strong? "Stop it! Stop it!" She howled back as they wrestled until she heard Ben's suit hiss around his neck and he just _collapsed. _

The shock of it almost made her freeze. Only the idea of him hitting the hard ground gave her the strength and speed to catch his limp body and hug her Doofus tight even as she fell to her knees under his weight and shrieked, "Grandpa!"

She almost kept shrieking because she didn't know what else to do as her mind just blanked from the shock of it all before she remembered the man who could fix _anything. _Her head shot up so she could find the man through burning eyes, but he hadn't moved and it only took her a second to find him. Even through her tears, she could see how pale he looked over the mess on his chin as he knelt there on one knee and stared back with his right hand on his left forearm instead of _helping. _"Grandpa, what - ?"

"It was just a sedative," the man finally explained, his voice nasally and his eyes haunted as he collapsed back onto his butt and sat there. "He was - He was- I _had _to, Pumpkin. I - I had to."

Gwen wanted to howl, but she just let her head fall against her Doofus's shoulder as she sobbed and clung to him. This time she didn't let go either. Not even as every light burst back to life around them and burned violet for just a moment before they all exploded. Not as the glass rained down all around them or more explosions sounded in the distance either. She just held onto him in the dark ruins of the city as the world sat on her chest. Clung to him and sobbed because she knew this was all _her _fault.

Her fault from the second she let him slip out of her hand.

\- o - o - o - o - o -

**Author's Note**

Bezel's story is drawing to a close, too, with the fall of Atlantis. For anyone who wants to know the real story of her and her knight, I _highly _suggest you check out Erico's The Sorceress and her Knight and you can find it if you add s/13322592/1/Little-Moment-The-Sorceress-And-The-Knight after the net if the address bar.

Also the podfic for chapter 31 is up now on youtube. As always add /watch?v=hFZyUzVhxLk after the com


	34. Little Lies

Chapter 34: Little Lies

_Gwen Tennyson's House_

_Bellwood, California_

_10:58 pm PT; June 16th, 2000_

_12 minutes after Viglax's attack began_

The music that filled her dreams didn't go away when Lili woke up.

No, it clung to her like sleep did as she gave her husband's cheek a kiss and they stayed with her as she slipped out of his arms with just a smile and his shirt on. The one she'd only worn tonight for modesty's sake because it was too hot for anything else, but the feel of it brushing her thighs almost made her feel like she was still wearing her old tutu.

Maybe that was why she started dancing as she slipped down the dark hall. She was almost surprised by how quick her feet found the old steps, even if the carpet tickled her toes like the oak she remembered never did as she played the part of the swan instead of the Princess that she'd been when she'd finally outgrown ballet.

Such a downgrade would have been the end of the world back then, but tonight she didn't mind. Not when she could still see the stage when she closed her eyes, even if she wasn't the one dancing in her dream…

And hers stopped in front of the door by the stairs with a bow and a grin as she opened her sleepy eyes and looked for the crowd that _should _have been there and cheering, and not for her. She was only a little disappointed when she saw the door by the stairs instead of her baby taking her bow and getting her roses as she took her turn in the spotlight.

It was Lili's oldest dream and her favorite even if it wasn't her daughter's. It was the same part that just wanted to spend the night cuddling as they talked about the recital until her little Swan fell asleep on her shoulder just like she'd done with her Mor when she was little.

And the fact that it never happened and never _would _only hurt a little, but she was a _Larrson_ and a lady and…

And it wasn't just the dream that brought her to this door. Or a habit that was born twelve and a half years ago that made her reach for the doorknob, even if she'd somehow let it lapse over the last year.

She just wanted to see her baby again.

The part of Lili that was _almost _awake watched for the soft gleam of the flashlight that meant that her Silly Bean was reading under the covers again. That or the glow of her phone and the soft snorts and giggles that always came with Gwen texting her cousin even though it was late enough that even _Sandra _should have said something.

Lili had her scowl ready, but even half-asleep her lips twitched up at the thought of telling them both that it was time for bed. The only thing sweeter would have been if she could have seen the boy's face when she did it because her Silly Bean's was always such a show. Or if she could tell him herself, but she already knew that Gwen wouldn't hand her phone over for _anything _and…

And Lili couldn't blame her.

Guilt stopped her hand halfway to the knob_. _It was the same feeling she got every time she walked past this door without even realizing it until she was in bed and almost asleep and almost as bad as it was all the times she did look and caught Gwen studying. Studying when she should be sleeping or having slumber parties with all of her friends, and more than just Michelle even if she was such a dear. There should be a whole _room _full of girls just like Lili had when she was little. A room full that would be giggling and hushing each other as she pushed open the door.

Instead, she found an empty room and a made bed.

Sleep vanished in a second, and panic almost sent her running from the room and screaming for her husband before she remembered, but that didn't stop her heart from pounding or keep her feet from forgetting all of their grace. They barely got her to the bed that hadn't been touched in weeks so she could sink down onto it.

"I'm glad you're not here, Gwendolyn," Lili said, her voice shaking even as she made herself laugh into her hands. "I can just see you rolling your eyes right now, young lady, and I..."

And the rest of her words died off because they were such a lie. The truth had her back on her feet after just a few more breaths so she could go downstairs and check the answering machine again just in case they somehow missed a message since they'd gone to bed. Check even though it was long after her daughter _would _have called. Maybe Ben didn't mind waking his parents up, but her daughter was raised _right_ and -

\- and Lili wished that she wasn't just so she could hear Gwen's voice again. She knew it was silly, but she was up and halfway to the door anyway as habit made her reach for the switch and flipped it even though it was off already.

The sudden light drove away whatever sleep was left in her and almost made her say something that would have gotten so much more than a scowl from her Mor, but that wasn't why she sucked in a breath when she could see again.

No, it was because Gwen might have been states away and having the time of her life with her Grandpa and her cousin, but there was still so much of her all around. There was even some of her in the door-frame, and Lili's fingers brushed over the odd little marks that she'd caught her daughter carving into it just after her birthday last year. Marks that cost the girl her supply of X-Acto blades and would have cost her so much more if Ben hadn't _just_ started Karate.

And if they hadn't made _such _a mess out of _everything _last year. Enough that Gwen felt like she _had _to…

_That _mattered more than a door frame and the floor molding, but thank God the phase passed as quickly as it came and never touched anything more than the walls. Besides, the marks weren't that deep. Frank said he could sand them out, and if he couldn't then Max or Carl could fix it all in an afternoon if she just asked, but it always slipped her mind.

Lili was glad it did now as she ran her fingers over the odd little squiggles and shapes one more time before she let her hand slip away as she just wandered around, overwhelmed by all the rest.

She brushed her hand over everything as she walked, all the bits of her daughter's life that wouldn't fit in a suitcase or her Grandpa's RV. Not hard enough that she moved anything out of place because that just wouldn't _do, _but she still touched them, still remembered.

"I'm glad that you do, too, Silly Bean," she said, her voice as soft as her smile as she found her favorite of her daughter's mementos, the seashells on her daughter's bookcase of junk. The ones that she'd found when they'd all gone to the beach for the first time. Gwen was such a small thing, her and Ben both, but she could still remember how they squealed as they brought the shells over by the handful even though they were barely old enough to _walk. _

Sandra still had the picture somewhere, Lili was as sure of that as she was she'd find a book on her Silly Bean's desk. It was the same one she'd been staring at for weeks now because it was the only thing that was out of place. The only thing that Gwen left behind the morning before her tournament and called about in a panic the night after.

Enough of a panic that the little white lie didn't seem to matter, not then or not now as she looked at the page that her daughter had left the book open to for the dozenth time because maybe _this _would be the one that would make her understand. She _should _have felt guilty, but it _was _her book even if she hadn't touched it since she was a freshman. It still had her old marks in it, too; the green and yellow that were splashed all over and faded by more time then she wanted to think about.

Most of them were anyway. Some were new, though, and those were the ones that always made her look closer just so she could see what her Baby thought was so fascinating; **Adrenaline causes the heart to beat faster and stronger, resulting in a surge of energy and focused attention on a partner - **

"I thought I'd find you in here," a voice called out behind her before she got halfway through the yellow line, and it almost sent her heart through the roof as she spun around.

"Frank!" She shouted because she _could _when she found her husband standing there in his pajama bottoms yawning and blinking at her owl-like through his glasses. She glared as hard as she could, and it just made him smile until she crossed her arms and sighed. "How did you - ?"

"The light was a bit of a clue," he said before she could finish with a laugh that just made her pout more. A pout that died in his arms as he crossed the rest of the room and held her close. "And the bed was getting cold."

"Liar," The words were a teasing murmur, but they still made her bury her face in his bare shoulder and felt the sweat on his back as she put her arms around him. "Sorry, I was just…"

"I know," Frank said, and she was so glad when she felt his lips press into the top of her head. Glad enough that she pulled her head back even though her face was red so she could feel them where they belonged, and when he broke away again he was smiling, even if it didn't last long. "I miss our Pumpkin, too." The words were a sigh. One that cut right through her as she watched him look around, too, before his eyes settled on the book. "So what was our little genius reading?"

"My old Psych book again," she said, proud and sad all at the same time. She'd lasted a semester, but she didn't even know how many times she'd caught their daughter pouring over it over the last few months.

"Well, good. Your Mor always did want another doctor in the family," the love of her life said with a laugh that was just proud and she could have hit him for if he wasn't holding her so tight.

So she sniffed instead, which was just a mistake when he was so close because she loved the smell of her husband, even after all these years, and Tennysons never played _fair. _"It's _your _fault," she murmured as she kept her eyes on the book because she wouldn't give him the _satisfaction. _Not when she was already blushing. "She gets her brain from _you_."

"And all the good stuff from you," Frank said with another quiet laugh and a soft kiss. One that didn't last long enough before he pulled away and gave her the _look. _"Do you want to talk about it?"

Lili laughed even as her eyes welled up and she slipped out of his arms. If the bed wasn't right there she might have gone all the way down to the floor, but it was and she didn't. She sank down and grabbed a pillow so she'd have something to hug, something that smelled like strawberries. "It's just too _quiet," _she mumbled into it.

Too quiet without the rush of all their daughter's activities. Too quiet without hearing Gwen babble about her day and the sound of her rushing around as she got all the things she needed for school or clubs or karate.

A quiet that was broken by another laugh. One that was the deep chuckle that Frank got from his father and never lasted long enough, not even as he joined her on the bed, wrapped an arm around her waist, and pulled her close. "After the last few weeks, I'd think you'd be _thrilled _with that." She almost started at the words, and when he kept going she did. "I was sure Ben was going to move in towards the end."

This time Lili did slap him, and hard enough that his shoulder went a little red. "He wasn't that bad!" Her husband just laughed again at that, his eyes sparkling under his glasses even as she glared. "He _wasn't!" _

Ben really wasn't. He was every bit as sweet as she remembered when he was little - before he grew up and decided he had to hide it by acting like a punk. She was just about to tell her husband that when he raised an eyebrow and she wilted. "Maybe he's a _little_ rambunctious," That got another smile because it was _such _a lie. Their nephew was _so_ loud. Loud as he ran from one place to the other like he didn't know that there was any other way to get around, and even louder when a vase paid the price. And he forgot that he was chewing when he talked far more than Lili liked, but…

But he was _fun. _Having him here every Friday for dinner, watching his hands fly as he told one story after another about his day or karate or his _parents_ and seeing Gwen sniff or giggle next to him as she caught all of the ways he exaggerated, and hearing them both laugh as they watched a movie on her laptop upstairs...

Losing a vase was nothing compared to how _good _that sounded, even if Lili did wish that they didn't watch quite so many ones about monsters. "I forgot how _good _it was having him here," Lili murmured.

No, she'd _made _herself forget after everything that happened, after Sandra…

But maybe it wasn't _all _her sister-in-law's fault. Maybe it was time to stop blaming her for everything, especially after how wonderful she'd been for the last year. Maybe it was well past time that she remembered that they were _sisters _because of the man sitting next to her and his brother.

Maybe she could even forgive herself for missing so much of her nephew's life just because she had to be _right. _

Maybe.

"I know it was," That man said with a sigh that was as quiet as the rest of him, but no less real. It was at least as real as the burping contest that he got into one night with their nephew because it didn't matter that he was a husband and a father and a lawyer, he was still a _boy _at heart and their daughter was a _traitor _for encouraging them with her giggles even as she yelled_. _"It was great having Ben around and not being completely outnumbered for once, but Carl still owes us for all those Fridays."

Lili sighed and nodded as she leaned against him again even though she didn't care who owed who what. Not right then. Not as he squeezed her tighter even as she looked around at all the pictures of her daughter's friends that lined the walls and waited on her nightstand and she knew that they must all be missing her daughter just as much even if the girl in the newest one was the only one who came around and asked about Gwen. She took them all in and started as she had the best idea. "We should have a surprise party when she gets home! When they both do! We'll do it _right _this year and - "

She felt the grin on her face as her mind raced over all the details and the plans she'd have to make and she was _sure _she'd see a smile on his face, too. A small one, because he was never one for parties until he was in them, but it should have been there. A smile and not the worried little frown that was there as he looked at her. "What?"

She saw him hesitate like he never did when he was at work. Not when he was an assistant DA when he started and he had a police officer on the stand or as a partner now as he faced down whole companies and tore them apart question by question without ever raising his voice. He didn't raise it now, either, as he destroyed her with one. "'We'll do it right this year?'"

"I - " Lili started, and that was all that came out. She didn't cry. She'd run out of tears a year ago, but she sank into his arms anyway.

And he held her so close despite the heat, despite what _happened._ He still didn't raise his voice, but there was so much steel in it as he whispered, "It wasn't your _fault." _

"I ruined _everything," _Lili finally said the words she'd been holding in since that horrible day and felt _sick. _Sick as she shook her head and tried to push him away because she didn't deserve…

But he wouldn't _let _her. He never did, not in all the nights he found her in his office long after they'd moved everything back. He never said anything. He just wrapped his arms around her like he did now as she found out she was _wrong, _she still had tears after all. She did and she cried into his chest until she just felt _empty_ as the sounds she made finally turned back into words. "Their whole summer and Dad went away and - and - " and their _son. _

Their Kenneth. Just thinking of him made Lili hide her face in her husband's shoulder as she whispered, "I just want to hold my babies…"

A _year. _She'd waited a _year _for her family to hate her like they like they should_, _but they never did_. _Not even now, when she was just being silly and selfish. No, Frank just sighed as he stroked her hair until even the emptiness started to go away. At least it did until he said, "I don't care how much they were looking forward to it. I never should have let Gwen go. Dad would have - "

"No!" Lili gasped as she finally pushed away and saw the guilt on his face. The guilt she couldn't _stand _any more than she could the wetness on her face that sent her scrambling for the tissues that were waiting just inside her daughter's lampstand and wiped her eyes. "No. Let them have their summer. They _deserve _it."

"But - " Frank started, so worried as he looked at her. "But we always said - "

"I know," Lili said before he could finish and she pushed the pain back down because it was a _year. _She didn't even know why she thought of it except…

Except somehow one summer had become two - she still wasn't sure how, but it did - and now three. Three years of plans that all went out the window at the last second and a quiet house, and she couldn't even feel bad about it. Not while Frank was still looking at her, his green eyes full of steel and love. "I know, but we _owe _it to them and…"

And this was the last one.

Lili didn't say it. She didn't have to. Next year the kids would be getting ready for high school and then college and there wouldn't be _time _for summer trips with their Grandpa. Next year they had to get _serious. _Next year they'd be…

"They probably won't even _want _to go after this anyway."

The words just slipped out of Lili's mouth as she turned towards her daughter's nightstand and the framed photograph that was waiting on it. The one that was only a few weeks old but earned its place of honor the very night it was taken, and it wasn't because of the cheap Hawaiian backdrop or the wonderful quality that came from a movie theater photo booth.

Somehow just looking at it took the sting from her heart as she slipped out of her husband's arms so she could pick it up and hold it close. You'd have to have a heart of _stone _not to when her Silly Bean was blushing so hard even as she smiled. One that was echoed and looked just _ghastly _on her cousin's face as he tried to imitate it on the other side of the photograph_. _The one he _never _wanted to be in and she could _still _hear him shouting about as Gwen dragged him into the booth. Him and the girl who was sitting between them.

"I know that she misses Michelle, but…"

"I'm willing to bet she's not the only one," Lili murmured because maybe the camera caught Michelle's eyes in mid-roll after Gwen pushed her in the middle at the last moment, but it also caught the surprised flush on her nephew's face. It was _such _a small thing, he was just a little red really, but it was _adorable _how nervous Ben was as he sat there, the three of them almost cheek to cheek.

Almost as adorable as the look that crossed over her husband's face as he missed the _obvious, _which made her laugh again even as she gave him the cuddle she knew he'd need, kissed his cheek, and explained, "They're growing up, Frank."

She _knew _she'd always remember the moment he realized just from the way his eyes went wide under his glasses as he looked again. "You mean, Ben and - !"

_Boys, _Lili thought as she rolled her eyes and only glared a little. "Ben could do a _lot _worse. Michelle is a lovely girl." It was a good match. The only real surprise was that Gwen saw it, too. Usually she was so possessive with her cousin, but she _was _the most mature of all of the three. And the bossiest so of _course _her Silly Bean would try to set them up.

"I know!" Frank sputtered, his face red as he tried to recover. "I know she is, but he's only - "

"I had _my _first boyfriend when I was eleven!" Lili sniffed as she remembered the torrid affair that lasted all of a day and wouldn't even _count _if she hadn't gotten her first kiss in the middle of it. One by the swings while everyone else ate lunch, which was all she really remembered about the whole day. "And I know how old _you _were when you met that _Alice_ \- "

"Amber," the love of her life corrected without even thinking about it before his whole face burned as she glared. A fake glare. That girl might have been Frank's first kiss, but she got the rest and the best and she knew it. Still, making him squirm was always fun. "Fine. I was twelve, but…"

"But nothing," Lili sighed into another kiss. One _Amber_ would never get. "They're growing up."

"I know…" Frank groaned, and then he added a second later, "but if Ben starts dating then - "

"Then Gwen will be right behind," Lili finished with a little wince of her own as she looked at their baby girl because it was _always _a competition between the two.

"But - but we just brought her _home!" _That got another laugh, a wet one, and a kiss because it was _true. _One that Frank barely returned because he just looked _stunned. _Stunned and then worried. "If this is the summer that she discovers _boys… _And she's out on the road! Who _knows _what kind of jerk she's going to meet out there!"

"That's the only thing I'm _not _worried about, Frank," Lili giggled as she took the picture back and set it down on the bed. "Not with Ben there. He's even more protective than _you. _Between him and Dad she'll be _fine._"

"I love Ben, too, but... And Max!." Frank made a face at that. A little one, but Lili saw it. And she ignored it and the little voice that worried he might be right. As much as she loved Dad, he could be oblivious to some things. _He _could be, but Ben?

"But nothing! Don't you remember the punks that we ran into right after they took this?" Lili knew her husband did the second she said the words just from the way he scowled. And she would never forget the three boys who were barely any older or all of the foul things that they shouted at their daughter and Michelle the second they walked out of the movie theater. Words that the girls just ignored as they raised their noses and just walked by them all arm in arm. She was so proud of them for it, and of Ben, too, even if Frank had to grab their nephew and hold him back. Sure, she knew that some of it was him showing off for Michelle and he was shorter than each and every one of those boys, but there wasn't a doubt in Lili's mind what would have happened if he got loose. "Ben will protect her."

Lili knew that all the way down to her _bones. _She didn't know _how _they became such good friends again, but she knew it just like she knew the man next to her would protect them all just like he did that night just from the way he made the same growl now that sent those punks _running. _A growl that came back now as he muttered, "I remember them _and _what they said."

Just the sound of it in his voice made her heart do something she never thought it would again. It skipped a beat.

"You were so _fierce _that night," Lili murmured as she set the frame down so she could reach up and run her hand over her man's chest and feel the hair and the sweat there. Feel it and remember all the times _she'd _left him like that. They'd made love a few times over the last year because she couldn't deny her husband that, but for the first time…

For the first time since everything went _wrong, _she bit her lip and stared up at her husband, her _rock_, her _man. _

"Of _course _I was," Frank said, his voice a rumble and his eyes full of a fire that not even his glasses could hide as he met her eyes. Then his went wide for just a second as he looked at her. Almost as wide as his grin got a moment later as he stood up and pulled her to her feet. "No one gets to say that to _my_ girl." The rumble didn't go away either, not even as he cupped her bottom in both hands and pulled her right up against him and kissed her _hard_.

No, as he _claimed_ her. Claimed her with all the fire that only _she _ever saw. All the fire that she forgot she _needed. _

And maybe… maybe it was okay. After a year, maybe it was okay that she felt like this again. Not enough to try again, not yet, but - but maybe it was good that their daughter was off seeing the world, too. "No, but _you _could ask if you wanted to," she gasped at the _horrid _words filled her cheeks with a wonderful heat as she pulled away.

Or tried to, but Frank didn't let _go. _

Even if he did let a hand slip further down her side as kept the other one pressed against the small of her back so he could hold her in place, and the way he _smirked _as he caught the hem of her shirt - _his _shirt, the one he wore all day yesterday and she stole just because it smelled like him - and made her shiver just like it did the first time she saw it all those years ago. "Please. I'm not some punk _kid _and I don't need to _ask _if they match_. _I can just _check_."

"Counselor!" Lili gasped as he started to pull her shirt up, and again when they heard a phone ring in their bedroom. His cellphone by the sound of it. She hated herself for the words she said next as she grabbed her hem and pulled it back down, but she did anyway because she was a _lady. _"You have to work tomorrow! And what if that's Gwen?!"

Or she tried to, but her man didn't let _go. _He just shrugged and smirked. "Work can wait and she's having her adventures. We'll call back after we have ours." There weren't any more words after that as Frank pulled her into the hall and towards their bedroom. Not that they made it. Not before he pushed her against the wall and his lips found hers again. Found them and kept them until she forgot all about being proper and just caught his hair with both hands so she could pull him even closer. Kissed him until he _groaned _even as she felt him pull her shirt wickedly high. High enough that her man could have seen everything that those sad little boys never would, but he didn't even try to pull away so he could look and he didn't stop. He just kept pulling her shirt higher until _she _was the one who let out a wicked moan, which earned her a hungry smirk. "Maybe I'll just call in sick tomorrow and we'll spend the day in bed," he rasped after they ran out of air and the phone finally stopped, his lips still so close to hers that she shivered from the heat of his breath on her face. "Have our own summer adventure."

You could hide so many lies in words, Lili knew that, but she didn't know how her husband could possibly fake what she felt pressed against her as he held her against the wall. The proof of how much he wanted her. _Still _wanted her.

"Fr - Frank!" Lili started before his name just became a moan as he ducked his head in and then there were teeth on her throat and the words didn't matter. She just wrapped a leg around his waist and -

And heard _three _phones start ringing. His and the ones in his office and downstairs. It was enough for them to _stop, _but not pull apart. The need hammering through Lili wouldn't let her. Not until the answering machine kicked on. If the house was _any _louder she never would have heard Sandra's voice after the beep. Not when it had to come from all the way downstairs, but maybe she would have because the woman was _frantic. _"_Lili?! Frank, are you there? We can't reach dad or the kids! Are you there?! Have you - ?!" _

Lili had never been so glad that she was with Frank as she was right then because he didn't freeze like she did when they heard that. There was just the thunder of his steps as he rushed into the bedroom for his still ringing cell phone even as the machine stopped and he found the words she couldn't when he grabbed up his cellphone as she finally made her feet follow after him. "Carl?! Carl, calm down, I can barely - ! No. No, she didn't call tonight. I didn't think she would. Why? Yeah, I think they do. I don't know how he would get to Aunt Vera's house without driving through - why? What's going - ?"

There wasn't a bit of panic in any of that. There was just the calm rock that her husband _always _found when the rest of the world went crazy. That was what made her scream when he staggered and grabbed for their dresser. Scream and run to him. "Frank?!"

He only looked at her after she grabbed his arm, his face so pale in the reflected light and his eyes wild as he croaked out, "Turn on the TV."

Lili had _so _many questions. Questions that all _died _as the man just _looked _at her. He said some of them as she turned and dashed down the hall and the stairs without any of the grace she had a few minutes ago. He never stopped talking to his brother as he followed behind, but she could barely hear _his _words over the pounding of her heart, much less anything her brother-in-law said.

It was hard enough grabbing the remote, and she almost fumbled it even as she turned back and asked, "What channel?!"

Her husband looked even paler in the light of the TV as it turned on and she saw his lips move, but she never heard his answer. She didn't have to, the screen did it for him and the remote slipped out of her numb fingers.

\- o - o - o - o - o -

_Eternal Heart Hospice_

_York, England_

_7:13 am GMT; June 8th, 2000_

_27 Minutes after Vilgax's attack began_

Amara heard the folder explode as it hit the floor by her feet in a flurry of charts and notes. At any other time she would have remembered her first day as a nurse and all the giggles that still haunted her after she'd done the same thing, but now…

Now she forgot all about the papers that had spilled _everywhere _and why she'd even walked into the room as she just stared at the TV. The one she didn't even think would be on yet, that she wouldn't have even glanced at if the room wasn't so crowded and so quiet already, and just _froze._

She'd seen enough riot-torn streets in the movies. Movies she only went to because of her friends, but even the best of those looked fake enough that they usually didn't bother her much. Not when she'd seen the real thing when she was growing up.

What she saw now didn't look fake. She didn't know the movie, but she could tell that whoever made it had seen the real thing, too, from the moment she saw the people frantically running down the street. Someone must have muted the TV because she didn't hear any noise, not over the pounding of her heart, but it didn't matter. Not when she could remember the screams as she watched them run. Run like _she _wanted to. Run for home, for cover, just to get _away _in the light of the few streetlights that were still working as they went right by the camera, which looked like it was set up behind a van that had the words **Fox 10 News **printed across the side, even if she only saw it in flashes as the cameraman panned this way and that. He was good, too. The picture didn't jitter around like it did in the new movies so it would look 'real,' and when it settled on the woman who was in her pajamas as she tripped and fell and the crowd just kept going…

Her breath caught as she remembered the rough cobbles under her hands as the crowd pressed in just like she remembered how she cried and choked on the smell of the smoke before her father grabbed her and pulled her back to her feet like no one did for the woman on the screen as the camera just _watched…_

Or it did until it spun around as soldiers rushed down the street. Their splotchy uniforms were so different from the green ones she remembered from that day, but she knew what they were just from how the rifles in their hands.

If Amara could _breathe _she would have screamed as she waited for them to make a line and bring those guns up, but she couldn't. No one _could. _No one made a _sound _in the room and even the oxygen machines seemed quiet as they all watched the men, but they didn't try to stop the crowd. Not like she remembered. They didn't scream threats or fire into the sky. They just waved the crowd on as one hurried to the woman who fell and the rest spread out behind walls and in doorways.

The camera caught it all, and she waited for the cut she _prayed _was coming as the crowd thinned out, but the scene didn't change as she hoped. The camera spun instead past all the people who were still coming, and when she saw the _thing _that the crowd was running from…

The robot _towered _over everything else on the street, even the buildings that hemmed it in as it chased after them. Most of it was just a shadow, but what light caught it showed blood-red armor as a huge leg crushed a car it didn't even seem to notice as it went by. Then the camera panned up so fast that Amara almost felt sick and caught its head turned this way and that high in the sky without any kind of reason that she could see, even though the crowd was right _there _and if it wanted to…

"What are you waiting for?" Someone rasped around her as the thing got closer and the camera swept again towards the soldiers just _stood _there, their rifles up and aimed but no one fired even as the robot brought one of its hands up and fire burned in the circle in the center of its palm. Burned but didn't fire. Instead, the robot just _froze _before its head turned to the left. It's head and then the rest of it.

That was when the fire came. A tower of it from a soldier who was half-hidden behind a wall and had a tube on his shoulder. A tube he was already lowering even as the picture jumped and the camera found him before it followed the fire high into the sky as the robot spun back around.

Not fast enough, though. Not fast enough to let the fire out of its hands or dodge the explosion that lit the night right by its shoulder and sent the thing staggering into a building. Amara felt the cheer build up behind the hands she had clamped over her mouth even though it was just a _movie, _just a -

And then the robot pushed itself back up. Its armor was still smoking, but it didn't seem to hurt at all as it pushed off of the building and raised its hand. She saw the fire again before there was just the street and legs caught in the moment between standing and running. Legs that were wearing jeans and sneakers that were both stained with dirt.

Legs that vanished in a flash of light before snow and static took its place. Snow and static and two words: **No Signal. **

Words that Amara just stared at as if she could _will _the world back before she remembered it was all fake_. _Before she made herself _move _because she was the nurse here and her patients needed her. Patients that she could hear gasping and see crying all around her. The ones who weren't just frozen_, _anyway. "That's enough of the movie. They'll be serving breakfast in a moment and I know how you lot are for your fry-up," she said as calmly as she could. She heard her accent coloring her words more than she'd usually allow even as she cut through the crowd for the TV in a way she usually wouldn't _dare _because it was the quickest way to get a pinched bottom from the men who were too frail for the slap that they deserved and _knew _it, but she did it now anyway.

Not that anyone tried. No one else even _moved _except her as she reached the front row and the knob on the TV. A knob she never reached as the picture burst back to life. Amara jumped when the static went away and she saw Jon Snow sitting behind his desk. There was a picture of a ship that was hovering over a city that she'd never seen before in the background, most of it lost in the shadows except for the storm between the blades at its bow. And it was a ship she ignored as she stared at the old news anchor in his bedraggled suit and saw the truth in his haunted face.

_This wasn't a movie. _

Amara realized that and almost crumbled even though she couldn't hear a word he said, but the words that scrolled across the bottom of the screen? _Nothing _could make those stop. - **dition BIKINI Red. Alien attack on the United States of America continues. Possibility for further attacks unknown. Her Royal Majesty's Government advises that all her subjects shelter in place and keep the roads clear. All Units and All Reserves are to report to the nearest base for immediate combat operations. This is not a drill. Repeat, Defense Con - **

Those words stole all of Amara's away. They were everything that she never _imagined _she'd see, not here. Not when everyone always said how peaceful and how shy the aliens were. Words that were just so many lied as she just stood there and stared at the truth.

Stared at until she felt a hand grab her arm. A hand she tried to pull free from even as she spun around, but the grip was too strong. Stronger than she ever would have guessed from the man who that hand belonged to. "Mr. Brown!"

She almost cried out as she looked at him. He was so pale except for his liver spots. Pale enough that the scars that covered the side of his face and disappeared under an eyepatch that stood out even more as he stared up at her with his only remaining eye. "You have to tell him, girl," he rasped into his oxygen mask.

"Tell - ?" Amara asked even as she fought down a wild laugh. They had _so _many procedures, but not for this. Not for the end of the world.

The thought vanished as he squeezed her arm tight. Tighter than he ever should have been able to, and tight enough that his knuckles went white against her dark skin. "You have to tell _him! _Maybe this will do it. Maybe this will…" he said, hope and fear both warring in that one eye until they both disappeared in a coughing fit.

A hope Amara wished she felt even as she shook his hand off even as everyone else started to murmur and nod, and one of the younger patients even pushed himself up on shaking knees as he reached for his walker. "Dr. Burgess," the name just slipped out of her mouth. _He _was the director. If anyone knew what they were supposed to do…

If he was even _here. _"I have to - "

"He's here, Amara!" A woman from the back called out. "He was heading for George's room when I passed him a few minutes ago."

Amara almost laughed because she should have known. _Everyone _checked in on Old George. The man hadn't moved or said a word in all the time that she'd been here - and some of the nurses _swore _it was longer than that in whispers. Not that she believed any of it. Not when the stories kept getting more and more ridiculous until she was sure that she'd be hearing about how the man had been asleep since the _War_. But still, it was nice that there was never any end of visitors in his room and he was always the first stop the doctors made. "You lot heard her Majesty! Stay here!" She said with all the force her twenty-four years gave her even as she turned and she slipped through the crowd and passed the file she dropped and forgot about. It still didn't matter, not as she _ran_ down the hall for the stairs at the far side of the facility because she didn't trust the elevators. Not today.

She was only half up before she felt it for the first time. The dull thump that she couldn't tell if she felt through the soles of her trainers or somehow heard, but still made the hairs on the back of her neck stand up.

Everything inside of her just wanted to _run _when she felt it. For the basement, for the door _out. _It was the same panic that sent her into the crowd when she was little and scared, and it was the only thing that kept her going up because she always _swore _she'd never let fear do that to her again. Not to her mum and dad and not to any of the patients that were _counting _on her.

Not even as two of the newer orderlies came bursting out of the door she was heading for and almost dragged her back down the stairs with them as terror sent them screaming past her.

A terror she felt down to her bones as she took those last few steps and saw the violet light burning halfway down the hall on the other side of the door. One she was sure was a fire until she shoved the door all the way open again. Her hand was half-way to the alarm on the other side when she saw it, the light spinning in on itself like the water in her tub after she pulled the plug and just hung in the air like a mirror.

Or a _door. _An _alien _door in her retirement home. It really _was _the end of the world.

"My God," she whispered as she took it in, her feet frozen until she heard the screams further down the hall on the other side of it. Screams just like the ones she imagined she heard on the TV only moments ago, only this time they were coming from people she _knew. _

And they were screams that weren't drowned out even as an alarm filled the air.

The wrong one. Amara knew that even as she let go of that little red lever she always prayed would never need to be used and wasn't the right one for now anyway. No, that one was on the other side of that light or all the way downstairs. One that would be a race full of people who couldn't hurry, but she couldn't just leave sitting in their rooms. Not when getting out was their only chance if she didn't make it.

Which didn't make getting closer to that light _any _easier. "My God, my God," she whispered to herself over and over as she hurried down the hall towards that burning violet and passed the doors that were closed tight even with the alarm still ringing over her head. The light burned even with her eyes closed, but she could have _sworn _she saw something on the other side. Something that looked like it was made out of bricks instead of golden light or the fire she heard so much about on TV and didn't care about her karma either way.

Or maybe she was wrong. Maybe it did, and maybe the world ended without her ever even knowing it. It must have, there was no other way she could explain the _thing _that filled the hall on the other side except that it was a _demon_.

One stitched together out of _so _many things, none of which were the least bit human. Something with tails and wings that were made out of crystal and flesh and burning brimstone. Something with too many arms - none of them alike - as it stood there with its back to her as it stalked toward the old couple who were collapsed by the elevator doors. The pair she was always so jealous of, that she was _still _jealous of as the man held his wife close and tried to protect her in a way that no one she ever dated would even though they were both over eighty and he could barely _move _without his walker.

He moved now as he reached a shaking hand for the buttons that would open the doors so that they'd have a _chance. _He even got close before the demon leaned down and said, "Boo!" The only thing worse than the sound the couple made was the rough laugh that came from the monster as it straightened back up. One that froze Amara in her place.

But not everyone.

Someone burst out of the room he must have been waiting in and charged right at the monster in his security blues. Someone that Amara _knew. _Jerry, who'd been working security here for so long that what hair he'd had left had gone gray with time and barely even scared the junkies that were always sniffing around with the nightstick he'd insisted on carrying.

She never imagined he would ever take it out of its holster much less use it, but he held the stick up high as he charged forward and yelled. Amara _knew _she should move, that she should use the seconds that he was giving her to get by so she could call for help even as the monster spun around so much faster than anything that big should have been able to.

Instead, all she could think about was how the man had invited her over to his granddaughter's birthday party just last month because the girl wanted to be a nurse when she grew up and Amara was the first one that Jerry thought of. Amara had never seen _anyone _light up as much as his little girl did when she showed up in her scrubs, or who had as many questions…

Almost as many as Amara did right now as the demon grabbed Jerry up with the hand that looked like nothing so much as the geodes she used to collect when she was little. Caught him and held him until Jerry _shrieked _as it laughed and asked, "_You're _what they left on guard here? I'm doing you a _favor, _Gramps_!" _Then the creature tossed him away like so much trash and the sound he made when he hit the wall…

The only thing worse was the way the demon snarled, "So say _thank you!' _

It was all over in a few seconds. Over before Amara could even _think _about breathing, much less helping. Not until it was too late. Not until the thing started to _laugh. _Then the fear didn't matter. Then she just charged forward and got close enough that the demon's tail almost caught her even as she slammed her hand on the elevator's down button. She wished she could have stayed to help the couple into it, that she could have helped _Jerry _as she heard the ancient thing ding and hum behind her, but she couldn't.

Not as the thing whipped around shouting all the words that _belonged _in its mouth as she raced by for the door at the end of the hall. All the words that would have ended with her tasting soap almost as bitter as the adrenaline that filled her mouth now as her heart hammered in her chest as she raced for the door that was their only hope with the demon just steps behind just like that mob had been so many years before.

Somehow she made it this time. Somehow it still didn't matter.

There was _nothing _special about the room. Nothing that separated it from any of the other rooms in this old building except for the man who never woke up and the little alarm by his bedside that looked just like the one she'd already pulled except for the fact that it was gray instead of red and she was _sure _that no one would ever use this one.

Not as Old George slept on and on even as time wrinkled his face and turned his hair gray. What it didn't steal away, anyway, as the rest of the world went on. He slept even now, even as she came bursting through the door with a monster worse than anything that her favorite author ever dreamt of just two steps behind her.

And instead of the doctor she was looking for there was a figure who was cloaked in a black cloth that was edged in the color of blood looming over the foot of Old George's bed ahead. Shadows almost as dark as the night Amara had walked through for her shift clung to the figure even with the morning sun shining through the window off to the side and reached for the man on the bed without ever touching him.

It _couldn't. _If Amara wasn't seeing it for herself, she never would have believed the rainbow of light that was flickering around the old man's still form or the symbols that burned so much brighter over his head and heart. Lights that burned bright for a heartbeat and drove some of the oily smoke away.

Enough that Amara saw the skull at the center of it. A skull that forced old prayers out of her even as she realized that it wasn't in _any _way human. It almost looked like a bird, but one that was as foreign as the huge gold ring and the violet light that burned in its otherwise empty eye sockets as it spun around. One that didn't belong in this world any more than the monsters that were raining fire down on a city half the world away.

Not like the almost delicate gloved hand that was holding it. "Kevin!" The woman - no, the _girl, _even if her long hair was already silver - spat out as she pulled her hood back with her free hand and glared right at Amara with bright purple eyes. A girl Amara took in in a heartbeat she had left as the night melted away. The rest of her clothes were a mix of colors that were all different shades of purple and her almost black thigh-high boots. All of it except for the true black and red cloak she was wearing and the thing that almost looked like a black crown on her head. One with a single yellow stone set in the middle.

A stone that was too plain over eyes that burned with a _fury _too raw for someone so young.

"Yeah, yeah," the demon behind Amara growled. The one she'd somehow _forgotten _about until then from the sheer shock of the girl in front of her. Or she did until he caught her with an arm that was as big as a pillar and _almost _looked human caught her around her throat. Almost, except it had the wrong number of fingers and the color was a red she'd never seen outside of a body. She wanted to scream, but she couldn't make her body work as it dragged her back. "I'll get rid of her."

"Wait," the girl said with a wave of her hand in her fingerless gloves and a smirk that was as cold as her eyes as she gave Amara a look before she turned back to the bed. "We might need her."

The demon just hummed at that, and Amara couldn't tell if it was a laugh or if the thing was thinking. "Damn right we do, 'cause I don't care _what _I owe you, Princess. I'm not changing _any _geezer's diapers if you're wrong."

"I'm sure, and _don't _call me that!" the sorceress said as she took her staff with both hands.

The beast just laughed at that, low and mean. "And what are you gonna do to stop me, Charmcaster?"

The girl smirked at him as she raised her staff high. High enough that the demon _flinched. _Then she spun around and drove the tip into the ground. This time Amara didn't just _feel _the thump. This time it tore right through her as a purple flare exploded out of the bird's eyes towards old George.

And then she let out a shriek when the violet hit the rainbow aura in a flash that made even _that _seem dim_._ It was bright enough that they burned even as Amara squeezed her eyes shut. She wished she could shove her hands over her ears so she could block out the sounds that the girl called Charmcaster was chanting ever louder, but the demon wouldn't let her go. Not even as it muttered _something _under its breath in the hall behind them. "Et sopitas et evigilare faciatis! Et sopitas et evigilare faciatis!"

Amara screamed again as the violet light burned at old George. Not like she expected, not with the horrible smell that she dreaded and still remembered. No, it looked like it burned away _time _itself, as impossible as it was. But there wasn't any other explanation for how the years fell away from the man under that horrible violet light even as Amara watched the wrinkles that covered his skin smooth and the blond she'd seen in the old pictures came flooding back into his hair before the light brushed it and it started to burn. Amara tried to run forward, tried to scream for help, but the arm around her throat tightened until she couldn't _breathe_. Until all she could do was stare at the man she _should _have been protecting.

Which was the only reason why she saw him twitch for the first time she could remember in that terrible light

Then there was a sound like shattering glass as something like the sun filled the room. Enough that even the monster behind her let out a bellow of pain as it stumbled back. She wanted to scream, too, as she choked, but the light was too _much. _

But even half-blinded, Amara _still _saw something move in it. Something that flowed like water or lightning as it moved up from the bed. "No more, witch." a voice she didn't know said with a hiss as the light vanished and something heavy hit the floor.

A hiss that Amara and the girl both echoed, but Amara wasn't the one who found a man at her back, a plastic serrated butter knife at her throat and her staff knocked halfway across the room. The girl blocked most of Amara's view, but nothing could hide his dark hair and beard - both just peppered with gray - as he loomed behind the sorceress, his blue eyes searching the room. Eyes that showed didn't show any fear as they took everything in.

And they were eyes that looked almost impossibly _old. _

Older even than her grandparents' had the last time she'd seen them when theirs had been clouded by the years. Clouded, but still so _proud_ when she'd gotten her nursing job here even though it was half the world away. Prouder of her than they'd ever been. As proud as they'd been as they filled her head with all the stories that made her come here so she could serve, too. Stories that they'd been telling her since she'd been a little girl, and they all came rushing back to her now as she got a good look at the face of a man who didn't look a _thing_ like Old George, but could be nobody else.

The sleeping king. The one who was hidden_. Lost. _A man Amara's grandparents had only ever whispered about like they did the War and always set a place at their table for, just in case. Amara had always dismissed it as superstition, the musings of old people on the cusp of senility clinging to a version of Santa Claus. But now...

"Your majesty?" She whispered, doubting her senses and her sanity.

"Don't call me that," The man who was Old George said with a wince as his eyes brushed over her before they settled on the demon who was holding her. Settled and narrowed just a little as he studied the thing for a heartbeat before they flickered away again even as the arm holding her tensed. Tensed until the girl it called Charmcaster shook her head. Not much, but the monster stilled when a single drop of blood appeared on the silver-haired girl's pale skin at the move. Not that Old George saw it as his eyes came back to Amara. "Who are you? Where are my knights?"

"I can take you to them," the sorceress in his arms said with a laugh like he was talking to her. Then she turned her head to him even with the knife at her neck. Her head and the black crown with the stone in it that glowed with her words with a light that showed the black lines carved deep in it. Lines that Amara stared at now even though she could only see a sliver of the stone and it drew her in until all the world was just the yellow and black and the echoing sound of Charmcaster's voice as she added, "_**Father**_," from so far away...

\- o - o - o - o - o -

_Ben Tennyson's House_

_Bellwood, California_

_1:34 am PT; June 17th, 2000_

_2 hours and 46 minutes after Vilgax's attack began_

"Dad?! Hello, Dad?!"

Carl shouted those words into the phone the second he heard it click, and kept shouting them until he heard the sharp whistle and a woman's voice call out through all the hisses and pops that crowded the headset, "_We're sorry. All lines are - " _

They were the words that he'd heard so many times before and almost sent his cellphone flying against the wall now as he heard them again. Almost. Only the barest shred of restraint stayed his hand. A restraint shaped like his son and his niece and his dad, whose voice reminded him that the phone was a lifeline and only a damned fool threw those away in another old lesson.

They were lessons that usually made him feel better, but now they helped almost as much as the radio that was still playing or the clothes that he jammed into the suitcase that was open on his bed. Clothes he didn't even _see _because his flashlight was still on the dresser, and he didn't care about. He just jammed more in as he listened.

" _\- been almost fifteen minutes since the Air Force destroyed the last drone, but the President and the Joint Chiefs are still recommending that all non-essential personnel stay indoors until the all-clear is issued. Stay tuned to this station or your local news for further updates and orders. Repeat. This is a message from the Emergency Broadcasting System and this is not a drill. Repeat, this is __**not**_ _a drill. The alien attack on Phoenix, Arizona has - " _

The words were almost as robotic as the one he heard on the phone, but at least this time he got the satisfaction of yanking the cord out of the wall even though he _knew _he'd be plugging it in again in a minute because _not _knowing was so much worse. Almost as bad as the quiet that filled the house now.

Enough of a quiet that he could hear the sniffling coming from down the hall. He followed it with only the soft light of a nightlight guiding him so he didn't trip on everything that had gotten knocked over in the rush earlier. It was all the little bits of art and life that his wife loved to collect - all the things that she said made a _home - _and he followed the mess of them down the hall to the heart of theirs.

Ben's room, where he found his Sandy Bear rushing this way and that before she stopped in front of their son's dresser with its pulled open drawers, and just _froze _as she stared at all the clothes that she usually would never have _touched. _Not even when he used to leave them in piles on the floor until they _stank _because it was _his_ stuff, _his _room, and she didn't have the right.

That was the one rule that they always held to, no matter what the books said. It was the only one that Sandy _always _insisted on, and seeing her standing there now when their son wasn't home and hearing the noise she made as she broke her rules and reached in and grabbed a handful of clothes for the already full suitcase waiting on the bed behind her…

It was almost as hard as the lines he saw glistening down her cheeks as they caught the reflection of the nightlight she'd found and plugged in or seeing her go ramrod straight before she cried out, "His toothbrush!" Those words were barely out of his wife's mouth before she spun around and rushed for the door. Her blue eyes were so wide as she did, but Carl wasn't sure if she even _saw _him until she stopped dead in her tracks and squeezed her hands together. "Did Dad…?"

The only thing that felt worse for Carl than shaking his head was seeing the look on his wife's face when he did it. For a second he thought she'd collapse and he went to catch her, but she caught herself and scowled as fiercely as he'd ever seen her. "He'll need his toothbrush. They both will, and I have spares."

"Sandy…" Carl called out as she rushed by. There wasn't anything but determination in her steps as she rushed into the dark bathroom. More than were in Carl's as he followed, as he felt the weight of the night on his shoulders. "Sandy, we don't even know where they _are." _

And those words were the hardest he ever _said _just because they were true.

Sandra stopped dead with her head buried under the cabinet in the dark bathroom. Only a few rays of light made it to her, but it was enough that he saw the set of her chin and the fire in her blue eyes when she turned back. "We _will_. Dad's going to call any moment now and - and - "

And _what? _Carl almost asked. He still didn't know if they were going to his brother's or if Frank and Lili were coming here or what they'd do after. Not like he _knew _that he was supposed to be on his way to work the second the lockdown was lifted, and probably before that if things went wrong in town like he was sure that they would. He tried to tell himself that it didn't matter how many people were depending on him and that he could always find another job even if it was just slinging burgers, but just driving off?

_Was this how Dad felt all the time?_ Carl wondered even though he _knew _it wasn't. Taking care of some pipes wasn't even close no matter how many people depended on them, but still…

_How did he do it? _

He saw the blue eyes he loved go so wide at the words he didn't say just like he saw his wife's shoulders slump, but he wasn't sure who needed the hug more when he caught her. "They're okay," he whispered the words he needed to hear. "Dad wouldn't let _anything _happen to them."

Not as long as the man still breathed. Carl knew his dad and he knew that like it was carved in _stone. _

But it didn't make him feel any better even though the words made his wife nod. He tried to lose himself in the feel of her silky blond hair as it brushed the side of his face and her even softer lips as they pressed against his before she took a breath and whispered. "I know. I know, I just…" Sandra just shuddered then as she ran out of words, and he felt it cut right through her body.

"We'll find them. We'll bring them _home." _

His Sandy Bear just laughed then. A laugh that sounded like a sob. "Of _course _we will. I just wish we had an RV of our own. Then we wouldn't have to worry about _stopping._" Carl laughed and kissed her again just like he knew she wanted him to. "And we'd be with them right now."

"Sounds like a plan for next summer," Carl said before he added with a laugh, "I can just see Ben's face when we tell him."

"He'll get over it." The words came with a giggle. A sad one. "Thanks for turning off the radio, the vibes were…"

"I know," Carl said when she didn't finish. Then he kissed her again because he had to _know. _"Get the toothbrushes. I'm going to try Dad again." Sandra nodded at that, worried and relieved even as he pulled the phone out of his pocket. He'd tried both of the kids' phones and his father's so many times already that their voicemail wouldn't even take any more messages, but he'd do it again. He'd do it for the rest of his life if he had to.

He was sure of that until he heard the phone ring and dread didn't even let him look at the number. Not when he _knew _that the mayor was on the other end and he'd have to make a _choice. _His family or everyone else, and dread almost stole away his voice. "Hello?"

"_H'llo? Ca'l?" _

Some scared, small part of Carl never thought he'd hear his father's voice again, even if it was almost lost in the static, and he couldn't help his jump any more than his wife could keep spinning back when he said, "Dad? Dad, are you there?! Are you and the kids okay?!"

There was so much noise on the line. So much he was almost sure he imagined the voice until it came back, and it sounded so far away. "_We're 'ine, C'rl. Th' 'ids are fi'e. Ev - ing's 'kay. - been try'g to call but the ' ones…_"

The words were a puzzle, but the best kind. The kind that stole his breath away as he pulled Sandy close and rested his forehead on hers. He almost reached for the speakerphone, but he didn't trust himself or the line. He just turned the phone so she could hear, too, as she shoved her hand over her mouth and fresh tears ran down her cheeks. "I know, Dad. They're bad here, too. Can we talk to Ben?"

" _-n't st'y on the line 'ch 'onger. C'll your br'ther - me?" _Dad started and Carl couldn't even tell if the man heard what he said last there was so much interference and felt his heart fall even more. "'_ove you." _

"I will, Dad!" He shouted back just as the line clicked and buzzed and his next words sounded so small. "We love you, too."

Then arms were around him again as he stared at the dead phone. "They're okay," his Sandy Bear whispered as she hugged him close. "They're okay, they're okay."

"Yeah," Carl said and he wanted to laugh and cry at the same time because that was all that mattered. He knew that he had to call his brother, but for right now he just held the woman he loved tight. As tight as he was going to hug the three of them when he saw them again, and if Ben didn't like it he could just deal. "They're okay."

\- o - o - o - o - o -

_The Base of Chase Tower_

_Phoenix, Arizona_

_2:28 am MT; June 17th, 2000_

_Two Hours and Forty Minutes Since Vilgax's attack began_

"- okay is the last word I'd use, Sir."

Luther Albright didn't spit out those words, he didn't look up, didn't try to find the man with his sniper rifle in the window above him, or stare at the starship that hung over them all as he made his report. Adapt and overcome were the words he lived by, the ones that kept him moving in Afghanistan and got him through all the madness that came after, but this?

He didn't know. He didn't even know where to _start _after all he got from Merlin was a curt, "_Roger_," that reminded him why he _hated _this job.

It wasn't even the big stuff. It wasn't the jet fighters that he heard rumble by overhead every few seconds or the tanks in the streets he'd seen when he was coming in. He'd seen enough of that in Bosnia.

It didn't help that he'd driven through this city once when he drove across the country with his best friend before they both enlisted. That made it harder, but it wasn't like people didn't _talk _about things like this happening on the home ground. It wasn't even the giant ass alien ship that was _still _filling the sky over his head. The monkey part of his brain kept screaming that it shouldn't just hang there, that it was going to fall any second…

He heard the old terror and he put it away. There wasn't a thing he could do if it did and he had more than enough of his own problems. The teams he'd seen board the ship not ten minutes ago were going to have to deal with that. The last teams on the scene, the ones who arrived almost an _hour _after his. It was the mission that he was sure that they'd get before they were sent here instead of up there or out to fight the drones when they got the alert. _He _knew why, but no one else did.

Not _yet, _but he could see the rest of his squad eyeing their objectives even with their helmets hiding their faces. Not that they were much to look at, not when the boy just sat there with his head in his hands. A boy who didn't look any older than his Alan and the girl sitting next to him could have been the daughter that they never had but he knew that his wife always wanted, always planned for in the rare moments when he was home. And beyond that, they were kids who _shouldn't _be here. Kids who should be _home _and in bed like his son was.

And they were kids who shouldn't be able to do what they _did. _

At least the pink bubble around the two was _finally _gone. He tried not to think about what he'd seen her do with another bubble just like that or that all of his men together weren't as big as the giant attack drone he'd watched her do it over a satellite feed while they were jetting in. He tried and tried, but he couldn't get over how she crushed it like it was _nothing _and Luther didn't know _how _but he knew it was because of her, and it was _nothing _compared to the trail of destruction that the boy left in his wake.

No. _Ben_ and _Gwen_. They weren't just _objectives. _

Ben and Gwen_. _That was what he'd heard the Colonel call them anyway. He'd heard the names slip out more than once while they were serving together and over and over tonight as he tried to convince his granddaughter to drop the shield. They were words that she just _ignored_ as she clutched the brown-haired boy at her side until he finally woke up a few minutes ago. She still didn't let him go now as she held his hand with hers like he was the most important thing in the _world_.

And maybe he _was, _but still so hard as he watched the boy just ignore her and them both shiver even with the silver blankets wrapped over them. Shiver and look so pale...

It was almost as hard as just _sitting _here and setting up a perimeter when the rest of the city was still going crazy, even if the fighting was done. Sitting here in the shadow of the massive ship that still hovered overhead. A ship that could fall out of the sky or explode at any moment and they all knew it, but it didn't change a thing. It didn't even slow down the two shuttles that disappeared into it not an hour ago and he could still _hear _the teams inside fighting with the drones inside whenever he listened in.

Which he didn't. Not much. Not like he was sure that the boys at Area 51 were. He didn't pace either. Not to check the perimeter or the body on the other side of the truck. He'd seen enough of the alien _thing _already. Enough to know that it looked just like he always imagined things would be out there in the dark, right down to the tentacles that hung from its head. And enough to know that it was dead and it was the crystals that did it. The crystals that were still stained with green gore and blue blood. He'd seen worse. He'd _done _worse, but that didn't mean he had to sit there and gawk. He'd check the stasis pods when they were full, but for now…

For now, he just stared at the Colonel as he hovered over the two kids. The man who _knew, _who never said a _word _even as they fought for their lives or after Armstrong and Wheels lost theirs…

Stared until the voice in his ear growled out, "_And what about the device?" _

The words brought Luther to his full attention as he looked around at the other Plumbers. The ones who kept glancing over, too, whenever the Colonel wasn't looking. Some of them he knew, but they weren't _his _and he'd _skin _them if they found something and didn't tell them. "What device?" He snapped as he missed Armstrong and Wheels all the more.

"_The one on the boy's __**wrist, **__Yankee Sierra," _Merlin snapped. "_I want a status update on the device __**now." **_

_Ben, _Luther almost said before he remembered his orders. Orders that made him grit his teeth because the boy deserved a _name _even as he looked over, looked past the Colonel as he paced around the two with a cellphone pressed against his ear. A phone that Luther should have taken because his orders were clear, but the man was right. Not answering would cause more trouble.

And he couldn't _imagine _what the kids' parents were going through right now. Or what kind of people would _let _their children go through this.

He couldn't stop that thought any more than he could the one about what he'd do if Alan was the one here right now. _Trouble_ would just be the start of it for whoever brought him, Luther was sure of that as he stared at the boy and the watch he was wearing. A watch he barely even let himself think about until now, and as his eyes flickered over the only thought he had was that was too big for someone so scrawny.

Knowing what it _really _was - what the old man _swore _it was as Merlin matched him step for step on the way to the transport and read him in, his voice a growl and his eyes promising terrible things, it didn't change _anything - _it didn't change _anything. _That was just a little _boy _sitting there on the cement and Luther couldn't wrap his mind around it.

_Any _of it.

_That _was the Omnitrix? _That _was what half the aliens he'd run into kept going on about? He could live in a world with aliens and demons and gates to other worlds that were hidden under the island he had his _honeymoon _on, but one where the most powerful weapon in the universe looked like a bulky _wristwatch? _

And a twelve-year-old boy had it. One who wouldn't look up now even with his cousin at his side and his grandfather stopping every few seconds to ruffle his hair and whisper words that no _child _should ever have to hear after he'd done something that no one should have to do.

He was _twelve. _Who would _do _that to him? And Merlin wanted to hear about a _watch? _Luther didn't even try to keep the growl out of his voice as he reported it in. "It's _fine, _sir."

Merlin sighed like it was the best news he ever got. "_Not even a scratch?" _

Luther shook his head and almost punched the wall just for the flash of pain that would make _sense,_ but he kept it all out of his voice. "No sir. If it wasn't for the way that it's glowing I - "

"_Glowing? What do you mean __**glowing?" **_

Those words were filled with all the surprise and worry that Merlin _never _showed. Enough that Luther couldn't help looking over his shoulder again at the boy and the faint light that was still shining through the rag that they'd wrapped around the _thing _on his wrist. Only his training kept his voice steady as he said, "The face of it has been glowing yellow since we got here, Sir. I asked the girl to turn it off before it caught anything's attention while we were waiting for the boy to wake up, but - " but she just glared like he'd kicked her puppy and held the unconscious boy closer behind the shield she'd made. "Covering it with a rag was the easiest option, sir."

There was nothing else to say after that, so Luther didn't say anything as he waited for the next order. Not an explanation. He'd been a Plumber for almost two years now and he knew better than to expect _that _from the man people called Merlin enough that he wondered_. _This job was even more tight-lipped than the army ever dreamed of being and if it bothered him at all…

One look around at the fires and the ship still in the sky reminded him that there were worse things out there. One of those terrible things found the Colonel right then even as Luther's radio went dead, and the big man jumped as his phone rang.

Luther _hated _doing it, but these suits were a miracle and he needed some clue about what was going on. He watched the Colonel limp away from the kids and the rest, moved to a dark corner that only did a little to muffle his voice as Luther dialed in the microphones that were built into his gear and he would have killed for back when he was a Ranger. " - _told me that Vilgax did something to it just before he…" _the colonel said, his voice resigned and nasally because even alien tech needed a bit of time to heal a nose that was as broken as his. His nose or his twisted ankle, not that it slowed him down any other way, especially not the draw that left Luther staring down the barrel of a plasma pistol when they landed. "_I don't know. It's never done this before. No. No, it's not the self-destruct. I know what that looks like, unless it has more than one. It's not like the Watch came with a manual. The only person who knows for sure is the one who made it." _

Merlin never said goodbye, but it was easy enough to tell when he was done just by how the Colonel let the phone drop like he was beyond done. Luther just wished he was, too, as that raspy voice filled his helmet again. "_I want the colonel and those children heading out of that city in the next twenty, Yankee Sierra. Bring them home. Whatever it takes." _

And that was it. Merlin was just _gone _with barely even a click. There was just the pit in Luther's stomach as he took in the three as the Colonel went back to his kids even as another Plumber came up from the street. A man he _knew, _and he couldn't say that about many here. "You better have some good news for me, Cruz, or I'll tell your daughters what happened to their quinceañera money."

Julio should have laughed at that. Laughed and said _something _about what Marie and Ashley would do to them both if they ever found out about that card game in the desert, but he didn't. He just nodded back the way he came, back to the street he was supposed to be _watching _just like Albright was him. He'd only been back for a few months from the injury that sidelined him in Afghanistan, and he was only _here _because Luther asked for him. Because he wanted another friend in this madhouse. Now he was the only one left, and Luther couldn't help but notice how still he moved as he nodded back the way he'd come. The other Plumbers were still in position at least, and so were a pair of headlights that _weren't _a minute ago. "_We've got a situation, Boss. A civilian who - "_

"Get them _moving, _Captain," Luther snapped and he didn't even try to keep the edge from his voice. "And what are you doing, letting yourself get spotted?"

"_She knows the codes, sir," _Julio broke in as he reached for his left forearm and pushed a button. "_All the codes. She says the Colonel sent for her." _

Luther sucked in a breath as he looked through the eyes of the man who was still watching the woman as she sat in her car with a calm look that didn't do anything to hide the worry or the steel in her eyes. Eyes that were set in a face he _knew _and sent him marching across the distance that he gave the Colonel out of _respect._ For just a moment, he was ready to turn the speakers all the way up just because the man had it coming, but when he took a look at those two kids again…

"Who's the civilian, Colonel?" he barked out without touching the volume as he caught the Colonel by the arm and dragged him away from the two. He saw the man's eyes go wide as he looked to the street before they narrowed again and Luther could _see _the lies getting ready. "And don't pretend you don't know her. Not when she could be your - "

"She is," the Colonel said, his eyes hard even though they were already turning black. "I called my sister. We're taking the kids _home." _The threat in those words was bare and there wasn't even the least bit of give in them.

Not that there ever would be any from Max Tennyson. Luther served with the man who was almost a legend for a year now. A year spent on a dozen battlefields that went all the way to the fucking _moon _and he never heard the mountain of a man sound so _sure. _Not even when he pulled a pistol on a prisoner. He didn't miss how the man's hand drifted towards the same weapon now as it waited on his hip either. He didn't reach for it, not yet, but the message was clear.

Clear enough that Luther felt his hand tighten into a _fist _because they'd been in the trenches together and the man never said a _word. _They'd lost friends together, friends who might still _be _here if…

If the Omnitrix was on Max's wrist, or _anyone _else's. Anyone but a twelve-year-old boy. Luther's eyes flickered to the boy who looked dead to the world and saw his Alan sitting there - saw that _thing _locked on his wrist and shuddered - and when he looked back at the Colonel…

Tennyson was a _legend _who spent most of his time on the front lines and saved the world more than anyone could count. Luther tried to remember that, but all he saw right now was a _dad. _Saw him and said the only thing he could from one father to another. "You've got fifteen minutes to get them out of town, Colonel, before it's both our asses."

Somehow the exhausted gratitude that flashed over Max Tennyson's face was harder to take than his dare. Not that he saw it for long, not before the man rushed for the kids. "Let her through, Julio," Luther said with a sigh and Cruz was gone with just a nod.

The Lincoln got there just as Max got Ben back on his feet. The girl at his side tried to stand, too, before her face just went _white _and the boy cried out as she fell back to the cement_. _If Luther had any doubt about the Colonel having kids, they vanished as he swooped her up in his arms, his bum ankle be _damned, _and she just collapsed against his chest as the boy stared at her and wobbled on his feet as his mouth moved with the first words he'd said since they'd gotten there.

Words that Luther didn't even try to listen in on as he watched the Colonel hold them both just like he used to hold his son when Alan was little and sick. It was a thought that he tried very hard not to think as he watched the Colonel stand there, somehow still smiling as he said something to the boy and they both got moving even though his leg must have been in agony.

_Hell and back. _That thought was easier as he stared at the man and it was enough to get him moving so he could _help. _

Not that he got a chance. Not before a woman popped out of the boat of a car. He waited for her to stop and gawk at him and the rest of the gray suits, but she didn't. She just hurried by with a speed that belied the decade it looked like she had on her brother, her whole attention on the three and there was worry written all over her face as she hugged them all.

Luther had just enough time for a smile before he heard a voice hiss in his ear, "_Sir?!" _

Luther didn't turn around at the woman's voice. He didn't look back. He didn't even _glance _at the readout on his helmet. Not when he already knew that she was coming and she was bringing the storm with her. "I'm doing just what Merlin said, Swift. I'm sending them home."

"_We have our orders!" _The woman let out another angry little hiss, the only kind of sound he ever heard from her or the man quiet next to her. Leander never said much, he _couldn't _with the burns that covered his face, but even with his gloves on Luther knew that the man was holding his rifle so tight his fingers would be white as he stared at the girl. He never would have brought either of them if he wasn't so sure that they'd be doing a lot of killing today. "_She's a __**witch. **__We're supposed to bring them in or - " _

"I was ordered to get them out of _town," _Luther snapped because it was _true. _"And you were ordered to follow mine."

That part he wasn't sure about. Not even as he finally turned and glared into the woman's facemask. Somehow, he was sure that the blank slab of alien metal was warmer than the look under it. "_When Merlin hears about this... " _

Luther grinned at the grumbled words. "It's my ass and my ass will be just fine. Question me again and it'll be _yours. _Understood?"

"_Sir." _Swift saluted then. One that was picture perfect and all the more mocking because of it before she spun and marched back to her little killer friend. He gave two one last look before his eyes went back to the car. He saw red hair disappear inside as the colonel helped his granddaughter into it, the worry clear on his face as he did.

And that was better than the quiet _nothing _on his sister's as she watched Swift and Leander talk and hugged Ben closer to her side. Somehow that look was scarier than any glare, even if it vanished in a smile the moment the Colonel stood back up. A worried one as she led Ben over and she didn't let him go until he was inside.

Not that the boy _noticed. _Not that he noticed _anything_, but that was normal and he'd get over it. They both would.

The Colonel saw more than enough anyway. He saw him watching and gave Luther a nod and a smile before he got into the passenger seat and the car backed onto the road. Luther smiled back as it drove even though no one would be able to see it through his visor. He nodded back and prayed he wasn't lying to himself.

\- o - o - o - o - o -

_Michelle Hallam's Basement_

_Bellwood, California_

_4:12 pm PT; June 17th, 2000_

_17 hours and 26 minutes since Vilgax's attack began_

"Stop lying to me!"

Michelle hissed the words out and heard them echo off of the stucco walls of the stairwell around her. She would have yelled at them if it wasn't for that, if it wasn't for the fact that the basement was _huge _and empty with the boxes that were down here pushed off to the side so they could make it as comfy as they could with the blankets that they'd spread out over the floor. Not that it mattered, not when the rest of her family was right _there _not six feet from the bottom of the stairs as they huddled around a little TV with a VCR built-in and all the toys that they could get in five-minute runs upstairs. Minutes that were better spent doing something else, even if having her mother standing and worrying right outside the door meant it was only a little bit better than using the bucket that was waiting in the far corner behind a sheet that was hung first thing.

But at least they got _that _much time above ground after the Colonel called and gave them the all-clear. It didn't change the fact that they'd be stuck down here until the man actually came _home_ if she knew her mom at all_. _Her mom, who was still smiling even as Matthew sniffled in her arms and Elias banged his favorite toys together so hard as he sat next to them that he'd already broken one. Her mother, who smiled through it all and didn't need her yelling or crying. Not right now.

Even though that's all she wanted to do as she pulled at what was left of her braid.

_Be brave. We have to be brave. _Those old whispered words went through Michelle's head as her mom's spun around just from her _tone,_ caught her eye, and mouthed them again.

Michelle _hated _those words, but she hated the haunted look in her mom's eyes and the fear in her brothers' _more._ She wanted to explain, to apologize when she heard the girl on the other end suck in a breath, but she just curled up tighter around the cordless phone instead and whispered, "Just stop saying you're fine over and over and over again, Crazy Girl. Do you think that this is the first time I've gotten a call like this?"

It wasn't, it so wasn't. None of them were as bad as the one they got last year after the Colonel just _vanished _for three days before he came back with his arm wrapped up like a mummy's and a hurt in his eyes that never went away. That one was the worst, but it didn't make the others any easier. It didn't make the waiting today any easier either, and they'd been waiting ever since the Humvee showed up in the middle of the night and her dad disappeared into it with barely a word. Just a quick hug and a kiss goodbye for all of them.

A hug and a kiss she turned away from and felt sick about ever since because she didn't know if she'd _ever_...

"Please just tell me what's going on! _Please!" _

"_We - We're - "_Gwen started before her voice broke. She stayed quiet for so long after that that Michelle was afraid that she'd hung up. Then she heard the soft rustle and she could just _see _the girl sliding down a wall until she huddled on the floor just like Michelle was on the steps. She would have given _anything _for a hug from her best friend, or to give _her _one, but all she had was the phone that she squeezed the phone tight as her eyes burned until Gwen finally came back, her voice cracking just like the line as she said, "_We were in the city during the attack_."

A noise filled the basement after she said those eight words. A noise that Michelle didn't even _know _came from her until she saw her mom bolt up and she heard the girl on the other end call her name. She wanted to push her mom away like she did her dad, but her hug felt too good. So good until the woman reached for the phone and she had to bolt back just to keep it even as tears ran down her cheeks as she glared up. A glare her mother took with just a sigh as she sat down next to Michelle and rubbed her back. She wanted to yell at the woman so she could at least _pretend _she had some privacy or at least shoo her brother's away as they drew closer, but the touch felt too good. Good enough that she could pull herself back together enough to ask, "A - are you okay? Is everyone…?"

And when she heard the noise Gwen made on the other end, she was _sure _she had her answer even as she felt the weight of it sit on her chest. A weight that vanished with a single sniffled, "_I don't..." _The words sounded so, so far away. As far away as her best friend really was. Then she swallowed hard and almost sounded like herself again. "_We were stuck in some road construction when one of those drones flew by and blew up a building right next to us. It was… Gr-dpa gunned it and just we went through all of the cones and w' were almost out of the c'ty when…" _

Michelle heard the pause and her pounding heart _filled _the silence as she squeezed the phone so hard it hurt even as the popping and crackling she'd been hearing every time she picked up the phone today came back. "Crazy?"

"_There was a truck… Gr'ndpa didn't see it in t'me a - and the R'stb-et is 'taled now, but..." _

"But you're okay?" Michelle squeaked out as tears ran down her cheeks. Tears enough that her mom hugged her hard and her brothers just _stared. "_You and Ben and your Grandpa?"

"_We're_ \- " Gwen's voice broke then. Broke with a sound that Michelle only ever heard her best friend make once before, a sound that meant that tears were going to come at any moment, but they didn't. Michelle could tell _that _much at least even as the static on the line got so much worse. "_We're h're. My a'nt 'ame 'n p-cked us up. The p'ones are st- 'azy so it m-ht be a wh'le..."_

"Of course things are crazy, _you're_ down there," Michelle teased with a relieved laugh as she wiped her eyes and let her mom squeeze her tighter. Tight enough that more tears slipped out. Happy ones. "And thank you. Thank you for telling me the truth."

\- o - o - o - o - o -

_Aunt Vera's House_

_Calatrava Pastures, Arizona_

_5:15 pm MT; June 17th, 2000_

_17 hours and 29 minutes since Vilgax's attack began_

The truth was that Vera was never very good with children, she never had a _chance _for all that she helped out when Frank and Carl were little and all that she adored being around Ben and Gwen before she moved.

And she moved now. She moved the _moment _she saw the lights flicker and heard Gwen's voice catch. Not fast enough to save the phone that she'd run out to the couch just so her grandniece could use it, but the smoke she saw wafting out of the receiver didn't matter nearly as much as the girl who held it. "I - I - " She heard Gwen gasp, her voice cracking and her eyes swimming as she clutched at the ancient piece of plastic.

"It's alright, dear," Vera murmured as she gently took the phone from her hand and let it drop so she could hold the girl even softer. As soft as she could, but she still felt the bandages that she'd wrapped around the girl's middle under her borrowed shirt, felt them shake as Gwen cried into her shoulder. "I have another one in the garage somewhere. Give me a moment or two and I'll have it right as rain so you can talk to your friend some more."

The only answer she got from her great-niece was a shake of her head as the girl pulled away, put her head on her knees and disappeared even more into the shirt that dwarfed the poor girl, but at least it didn't stink of mothballs like Ben's clothes did. And they were clean, which was so much more than could be said of the clothes that she found them in. They both deserved so much _better, _but it was all Vera had left to give anymore.

That and love. All the love in the world as Ben just sat there in the corner without saying a word as he stared at his cousin, his face _white. _Almost as white as the bandages that were wrapped around Gwendolyn's head. "Then let's get you back to bed. Ben, do you want to - ?" Vera tried as he just stared, but the words made him jump and his face somehow became even _paler. _He still didn't make a sound, not even one of the words that were barely grunts that he'd made when his parents called an hour ago and Vera couldn't put them off any more. No, his eyes just fell back down to the Watch wrapped around his wrist as his cousin went so _still _on the couch. At least he'd stopped pulling at it, Vera tried to tell herself as her heart fell, even if the skin all around where it became a part of him was covered with the marks he'd left behind when he _had._

Vera wished that she could say that she didn't know just what was going through his head, through _both _of their heads as she watched the girl who held her grandnephew's hand for as long as she could, for the whole ride home until Max _made _her let go so they could get her in bed and check her over again, curl deeper into herself. As deep as her body would let her, desperate for a hug that wasn't coming. She wished she could just write it all off to him being twelve and a boy, but Vera knew that she _couldn't. _She knew it, but she didn't know what she could do about it except be patient.

She told herself that again and again and wished she could believe it.

Her mother's words were easier. '_You do what you can with what you have.'_ They were the words she heard the whole time she was growing up and saying them again almost helped. It was enough that she could at least make herself smile for the two of them as she brushed some of Gwen's sweat-stained hair from her bandage and ask, "Your Grandpa will be back any moment now, I'm sure. And I don't know about you two, but breakfast was always _my _favorite meal of the day. Would either of you…"

She stopped because the words didn't get the slightest bit of a reaction even though neither of them had even looked at her fridge since they woke up. She didn't even get the gagging she expected from her nephew. Not that she took it even the least bit personal because he didn't know better. She almost told him that. She would have if she thought he would _listen, _but she was sure he wouldn't.

Vera had seen that look before, and she felt _sick _seeing it on them now.

Seeing it and not knowing what to do. Not when she'd been wrong about so much already. She'd been wrong about them 'going hero' or however the saying went and about seeing Max after they'd gotten Gwen stabilized because she was _sure _that the worst was over. Her eyes went to the medkit that was still waiting, that could still give them both the sleep that they needed and her the time until her brother got back.

_He _was the one that they needed.

He would have known better than to think that she'd find them all curled up together after they slept off the worst of the alien drugs anyway. Curled up even though propriety demanded that she give Ben the guest bed and Gwen hers while she tried to watch over from the chair she dragged in just for that, and when she drifted off…

Vera wouldn't have said a _word _if they were. Not to their parents or even her brother. She was so sure that she would even as she drifted off. She was as sure that Ben would sneak past her as she was that the smell of smoke and dust would make her dream of having hay under her again and the man who should have been her husband over her…

But Ben didn't. She woke up and found Ben just _staring _from the hall, his face pale and his fingers red and they'd both moved like _robots _as she brought them out here just so she could keep an eye on both because she could _feel_ the pain coming off of them. A pain she just wanted to take away, but all she could do was clean them up and try to get them to eat. And maybe…

"If either of you wants to talk," Vera said, the words so hesitant even though she was desperate to be of some help, "I'm right here. Ben, I promise I won't make any bird calls unless Gwen asks. You can tell me anything. I swear. And you don't have to - " She caught herself before she said the word 'lie,' but they both heard it and flinched anyway.

They made three phone calls that lasted maybe ten minutes altogether, but Vera lost count of all the lies that they told to the people they loved. She lost count, but she wouldn't forget the pain she saw in the children's eyes as they said each one.

It was a part of the life, she knew that as well as she did that they'd learned it from their Grandpa, the man who hid _everything._ It was like he lived two lives, and the only place they touched was with the two she was watching over. She couldn't _imagine _living like that, not for all these years, but somehow Max managed. It helped that he had friends he could talk to who were in the know even if his wife and sons _weren't. _

And he had her.

Who did Ben and Gwen have besides each other and their Grandfather? And if they couldn't talk to each other...

Vera also knew Max didn't want her to tell them, but he wasn't here. How could she expect them to talk if she wouldn't? Not that she would tell them everything, but she could _be _there for them. "You don't have to hide anything from me. I know about the Omnitrix, you two, and the magic. And the Plumbers and aliens and - " she caught her ramble before she could say _you_. They should work out whatever was going on between them for themselves. Not hear it from her that she'd seen their first kiss.

Her words got Gwen's attention at least. "How?" Gwen asked with a cracking voice and wet eyes.

Eyes that broke Vera's heart even as she reached down and brushed at the girl's hair again. "Mostly from your grandfather, dear. And from Gordon. And my Benjamin. Your parents never told you about him, did they, Ben?" She asked even though she knew the answer. They barely knew about him, and when they told her what they were going to name their son…

Verdona was gone by then, but she could just imagine her friend's smile when Carl admitted that the name was her idea. One last gift…

One that caught her nephew's attention now. She saw him turn and look at her, his green eyes the only color on his pale face. They were both still so pale and she couldn't miss how her niece still held her stomach. The alien medical nanotech they were both pumped full of did wonders - without it they would both be in the hospital. Ben for a few days, Gwen for weeks - but they could get overwhelmed. They very nearly were last night.

"He was just as much trouble as your Grandfather. And you," Vera said with a shiver as she pushed that thought away for one that was so much better. Even with everything else, she still smiled as she remembered the first time she'd seen him, so proud and so tall in his armor. "And just as brave."

Braver than the ones she saw last night. Even with their helmets on, she could _feel _their fear filling the air as they kept glancing over at the two. The last thin line and they were terrified of two _children_ who were sitting on the road and shivering together.

"Where - " Gwen asked, her voice still hesitant but her frown as she thought was so _her _that Vera could have cried. "You never… Where is he? What happened to him?"

Vera's smile slipped at the words even as her hand froze because she _knew _she made a mistake. That none of this was what they needed to hear. "He-he's…"

Thankfully, Max always had a sense of timing if not manners as he came through the front door without anything so much as a _knock. _Vera almost pulled her niece behind her until she saw him behind the big cardboard box he was carrying and heard him call out. "I'm back and just wait until you two see what I got, you two!" Still, it was only the smile she saw on his face kept her tongue in check. This house _needed _a smile right now. Especially since it was already catching as the kids climbed up to their feet, or Gwen tried to before Vera put a hand on her shoulder and gave her brother a look. One that made him wince but didn't touch his smile as he came rushing over as well as he could on his leg. The one that the stubborn old cuss didn't even tell her was hurting until after they'd taken care of the kids. "No need to get up, Pumpkin. I need to stretch my legs anyway."

The words made Gwen frown, but they didn't take away any of her curiosity as she asked, "Where did you go?!"

"What did you get?" Ben asked at the same time as he came over as nervous as a raccoon.

"One at a time, you two!" Max said with a laugh that Vera never would have guessed was an act if she didn't know him so well. It wasn't much of one either, just enough that it took the edge off until he put the box down on her table so he could hug them both. Her brother always said that their hugs were the best medicine, and Vera never doubted it. "I got us some supplies that are still in the car, and I went to see what I could get out of the Rustbucket. Found some real treasure, too."

Ben and Gwen turned and for the first time they actually looked - well, not happy, but as they got closer. Maybe she'd been wrong, Vera thought as she watched. Maybe they just needed something to focus on that wasn't last night. If so, she had a whole garage full of them that they could go through. There was stuff out there that was strange enough to even get Ben's attention if the box didn't quite manage. Which it must not have, not when he looked up and asked, "The Rustbucket, Grandpa, can you…?"

Gwen sucked in a breath at the words and turned, too, and seeing _four _of those green eyes staring just wasn't fair. Vera knew she wouldn't have managed it, and Max almost didn't. She could see the sadness in his eyes, but all that reached his voice was a little sigh. "I'm not going to lie to you, Ben…"

"Oh," was all the boy said as his face fell even further as Gwen's eyes went wide with worry.

Wide enough that Vera didn't know _how _anyone else missed how she felt about her cousin. Not when it was written all over her face as she reached for the box for some distraction, and the face she made as she pulled out a pile of Max's Hawaiian shirts was almost as exaggerated as her gasp. Exaggerated enough that Ben's eyes went right to her. "Won't _anything_ destroy these?"

"Hey now!" Max protested even as Vera let out a startled titter of a laugh.

"Remember the one we tried to burn?" Ben asked a second later. His voice was rough and hesitant, but his lips twisted up and Gwen _glowed_.

"Wait, you did what?" Max asked, and he tried to sound outraged, but Vera saw him wink at her.

"We threw it right into the campfire and when we came out the next day it was fine." Gwen gave the shirt a poke. "What are these things made of?"

_Nanocarbon tubes,_ Vera almost said, but she liked her brother's answer better as he took his shirt back. "Style."

An answer she ignored as she leaned close to the kids and mock whispered, "Your grandmother tried to do the same thing after I got him the first one." And the startled laugh that got from Ben was worth the _world._

It was almost as good as the horrified look her niece gave her. "This is _your_ fault?"

Vera faked a shudder. "You've never seen him in polyester." That got the desired wince out of both kids.

And the outraged look from her brother. "Hey now! I like my shirts. And my suit! I really cut a rug back in the day!"

"Grandpa!" Ben groaned before it was his turn to give her a look. "What about the cooking?"

Vera gasped and it wasn't even a little bit fake as she lifted her nose high. "Mother always taught us waste not -"

"-want not," Max finished. "And what's wrong with my cooking?"

"Nothing!" Ben and Gwen said together as they gave each other a look, one that made Vera's breath catch as she waited for Ben to recoil away again, and he _almost _did. Almost. And then his mouth twitched up into something like a smile. One that caught on Gwen's face. Not a big one, but it was there and it was enough that some of the knots in Vera's stomach started to undo themselves.

Especially when Ben leaned forward and asked, "Is there anything else good in there?" And when she saw the books he brought out. Both of them were a little scorched but they looked okay. Her eyes barely brushed over the one with the odd purple and gold cover, but when Vera saw the other with its plain leather one…

It was such a _stupid _thing, worrying about a _book _with everything else that was going on, but she did. She did and the relief almost sent her to the floor when she saw Verdona's journal again. There was so little of her best friend left. Nothing but her words and a few pictures and she wanted to grab the book and hug it close. But it wasn't for her, so she crossed her arms and raised an eyebrow at her grandnephew instead as her grandniece squirmed and stared at both books like she was ready to pounce on them. "Are those yours, Ben?"

"As if!" Ben shouted with some of his old fire. A fire that turned into something else, something almost _shy _as he turned and shoved the books into his cousin's hands with a mumbled something that ended with, "They're my Dweeb's."

And the look on Gwen's face when he said those three words. Vera was sure that she'd forgotten all about the books even as she hugged them to her chest as she stared at the boy and started to smile. Then she ducked her head and remembered. "They were on the table. I never thought that I would..."

"They must be lucky," Ben said as innocently as he could.

Vera didn't get it, but Gwen just laughed and it was the sweetest sound to her. It was even better for Ben, though, as a grin split his face for the first time all day and it stayed there even as his cousin took her turn to search the box. She pulled out some black and white electronic contraption that Vera had never seen before, but Ben's eyes lit up when he saw it. He pulled it out of her hands and flipped it open, as happy as she'd ever seen the boy. Especially when something in the box rang and Gwen dove back into it. Her smile was just as big as she pulled out another one just like it, only in the same shade of blue that Vera saw in all the pictures that weren't from school or her dressed up. "Yes!"

Ben nodded. "Still has all our texts and everything! Who _rocks?_" The words came with _such _a smirk. One that got him a hand on the hip and a raised eyebrow before Gwen's grin finally broke through.

After that, the treasures got smaller. Max's old eagle scout compass, a small metal box that was cracked and had a sticky note on it that read **laptop hard drive**. Vera didn't know much about the things, but she knew that wasn't a good sign. Neither was the way Max rubbed the back of his neck as he tried to explain, but Gwen just got the same look in her eyes that her grandfather did when he had something to _fix. _The same right down to the little twinkle in their eyes. Under that was a jewelry box that was even smaller. One covered in a singed purple velvet that Max took with a gasp and a soft word that caught in his throat like he didn't even know it was there, which was more than enough to get Gwen's attention as he flipped it open. "Grandpa?"

"It's nothing, Pumpkin," Max said, the wet shine in his eyes giving lie to his words as he closed the box again, gave the box a kiss before he slipped it into his pocket. Then he reached over and squeezed her shoulder. "It's just something I didn't know that the guys found."

"But isn't that Grandma's - ?" Gwen started, Max's words only made her grandniece more curious, Vera could tell just from the way her brow pinched just like Verdona's used to.

Started, but her cousin was back in the box and reaching for the bottom before she could say another word. And then he was bounced back up with a cheer, "My tape deck! Sweet!

Gwen moved faster than she should have ever been able to as she sprang to her feet and grabbed the thing out of her cousin's hands. "You mean _my _old tape recorder!" It was so much like old times that it should have been adorable, but that Vera's eyes watered as she looked into the empty box. The box was empty and they'd all lost so much, but neither of them said a word about it and she knew her brother never would. He barely even seemed to notice it as he watched the two argue with a smile on his face like he could hug them both.

"Is not!"

After a moment, Vera smiled, too because it _was _cute. Cute enough for a picture.

"Is too! That's mine! I lost it years ago and I had to buy another one!"

Or a couple of smacked bottoms.

"You don't need _two _then_!" _

Vera did laugh at that as she watched Gwen's mouth drop as words failed her. Words, but not the happy glitter in the girl's eyes that made her glad that there weren't any barns around tonight. Maybe it was the look or her laugh that made her grandniece sigh and say, "Fine. You can have it. Just let me make sure my old notes aren't on the tape," as her finger found the play button.

And then Ben's voice called out with a groan like it was the last thing he wanted to admit, "_Gwen, you did a good job."_

Five words. Five words that didn't make _any _sense to Vera. Not any more than the crack about luck, but they made the girl suck in a breath and go so pale as Ben's head whipped around to her, his eyes wide and confused and worried as Gwen went still.

Still enough that Vera wasn't sure if she even _breathing. _"Gwen?" Max asked, his voice soft, even as Vera reached out.

That was when she felt the electricity fill the air. That was all the warning she got, and it was barely enough for her to grab her brother and nephew and pull them back before the whole room burned _pink _and the room filled with the stink of ozone_. _"Gwendolyn!" She cried out as she heard a sob and a wind fill the room that tore at her and everything around. Vera opened her eyes again just in time to see the girl at the heart of the storm _collapse _as what was left of the tape deck fell out of her hands.

Somehow Vera caught her before her knees hit the ground, but she felt every one of her seventy years when she did and she was only one person. One person trying to watch _two _-

"Ben, wait!" She heard Max shout even as the boy backed away, his face just white as he stared at his cousin. Backed away until he turned and _bolted _as he tore at the Watch again_. _Max took one step to follow, and then he looked back.

"I've got her!" Vera shouted at him and that was enough. It had been _ages _since she'd seen her brother run, but Max hadn't lost a single step. He hurried after Ben, calling his name the whole while, but it was too late. Vera heard a door slam shut.

The kids had been so close to – well, not being back to normal. That would have taken a lot longer, but they were at least seeing that normal was possible. To watch it all slip away...

Vera kissed the top of Gwen's head and gently rocked the sobbing girl back and forth as she kept repeating, "It's okay, Dear. It's okay. Everything will be okay," even as magic burned in the air around them.

Enough that it could do anything but put the world back together.

\- o - o - o - o - o -

**Author's Note**

The title and the theme song for this chapter is Fleetwood Mac's _Little Lies. _


	35. As Old As You Feel

Chapter 35: As Old As You Feel

_The Planet Kryptos_

_The Draconic Nebula_

_14:43 pm Local Time; June 19th, 2000_

_Three Days After Vilgax's Attack_

Azmuth knew all the theories about what controlled the universe. Like every other Galvan, he knew everything from the Qlinx Theorem's elegant equations that ran the universe and were proved with every hyperspace jump right down to its primitive roots in Quantum Mechanics. Unlike most of them, though, he'd seen more back when he still traveled the galaxy. He'd learn the ideas of fate and destiny from less orderly minds. He even knew the most primitive theories about how it was guided by a being that resembled the people who worshiped it. Usually a wise and benevolent figure...

Who no one ever mentioned was a comedian.

He tried to tell himself that he knew better, that the universe was governed by something very close to random chance. He'd run enough experiments that proved it, but that didn't change anything. Not when he'd been pondering the truth since the moment he truly considered evolution just before he left the pond of his birth. Of all the intelligent species throughout the galaxy, the Galvan were considered to be at the apex of the ladder, followed closely behind by the Cerebrocrustaceans. The most intelligent, technologically advanced species in the galaxy were tiny, yellow-eyed and gray-skinned creatures. Small body, enormous mental capacity.

Hence, evolution proved the comedian all on its own, and how he laughed at the realization.

But Azmuth wasn't laughing at what chance brought to his door today. No. He hadn't laughed in a long time. Generations of other creatures had come and gone in the time since he could last remember cracking a smile and there was nothing that was happening now that would break that streak. He watched the sleek blue starship as it descended through the atmosphere of his second Refuge Laboratory, and he was sorely tempted for a moment to activate the defenses surrounding his secret sanctum. After all, Xylene certainly deserved a little humiliation after the stunt she pulled the last time no matter how well she performed with the precious few tasks he'd trusted her with since.

Tasks he never would have given her if there was anyone else he could have turned to.

So Azmuth was tempted. He resisted, although his yellow eyes stayed narrowed into slits as he stared at the screen. Why the Galactic Enforcers still felt like they could just stomp into his life whenever they felt like it was one of the many things that vexed him. The entire point of leaving Galvan Prime and sequestering himself into a hermetic existence was to get away from it all. To focus on pure research. To NOT be their cure-all.

Unless she'd come to report on what she'd found in the space around his old lab...

He let a finger twitch at that. Not the one that turned on the defense grid, but the scanners. The sooner he knew what the Uxorite wanted the sooner he could send her on her way, perhaps with her tail between her legs.

The scans lasted for a whole picosecond before all the holographic monitors around him came to life in a brilliant emerald and displayed a familiar hourglass symbol. Azmuth's eyes flared open. He blinked once or twice and then stepped down from his hoverchair onto the floor. The Omnitrix was aboard Xylene's ship.

Which meant that the boy was here too. Grimacing, Azmuth brought up another holoscreen and accessed the Omnitrix remotely for the first time in days. Tapping into the master control, he found it...stable. That solved one burning question, at least. The boy hadn't caused it to become a miniature hypernova in progress a second time. Perhaps he could learn.

A quick glance at the alarms that he'd muted days ago showed more trouble than he ever would have imagined that even _that_ boy could get into. Trouble that started with the emergency survival protocols activating just days ago and ended with the surprise that the Omnitrix had recently scanned another new form to the Index.

And when he glanced at the new genetic code...

Azmuth hadn't laughed in a long time, but surprise had afflicted him a few times since then. For the second time, his surprise came because of the un-evolved creature attached to his masterpiece.

He exhaled and dismissed the holoscreens, then held up his arms over his head as if to don a shirt. In a flash, his uni-flex suit was covered in a - by Galvanic proportions - rather distinguished robe of black and green. The last time he'd spoken with Ben Tennyson, wielder of the Omnitrix, he'd left the covering behind. This time, it felt appropriate.

Stepping onto a hoverdisc, Azmuth glided through the halls of his compound and made his way to the landing pad. The disc set down and disappeared, and he folded his hands behind his back, assuming a relaxed posture that still let every bit of wisdom and intelligence he possessed radiate out from him. It was mid-afternoon on this world, and the light from the enormous, yet relatively cool red giant star was just beginning to tinge deeper.

Xylene's ship touched down and the engines went silent. The bay doors opened and the boarding ramp descended at its usual angle. The Uxorite came down slowly, her cephalic tendrils waving ever so slightly in what Azmuth recognized as hesitation, and a fair amount of nervousness. The Galvan squinted one eye at her, and Xylene had the good sense to flinch.

"Before you ask, I didn't come here on my own behalf."

"I am aware." Azmuth said in the face of those formal words and unusually meek tone, already looking past her towards the other beings coming down the ramp. One, he expected. The second, he recognized from their last encounter. The third...

Azmuth glanced between a haunted and traumatized Ben Tennyson, his broken and injured cousin, and an older human with a swelled and battered nose and a growth of fur covering his chin. All of them looked like death warmed over and he felt a chill that made him actually take a moment to collect his thoughts. With neither child speaking, he looked to the older human who had come with them. Compared to the two children, he was built like a brick wall. A crumbling one, though.

"You would have to be..."

"Max Tennyson." The gray-haired man replied. "Their grandfather."

Azmuth nodded. He already knew this and spent a good half-second mentally reviewing the Galactic Enforcer reports that mentioned him, most of them written by the Uxorite at his side. Admirable traits for a human. But then, Ben Tennyson had many of the same qualities. He blinked once before responding. "Then perhaps you would care to tell me how the Omnitrix scanned a sample of Chimera Sui Generis DNA earlier." By the grave looks on the faces of his four visitors, he had a very good idea who the source donor was. The probability of it being Myaxx was less than one percent, given that she was a good 48,000 light-years away working on another project of his.

And testing out a new assistant, one he'd taken on in a moment of mad weakness. He hoped this one would pan out, but he had his doubts. He had nothing but doubts these days.

Ben must have seen it on his face because he flinched and that set off a chain reaction that would have been rather amusing if it wasn't so sad. Gwen saw the look on her cousin's face and started to reach for him consolingly, only to freeze and withdraw her hand as if it had been burned a moment later. Azmuth felt a worried lump begin to settle in his stomach.

Max Tennyson visibly swallowed. "Inside. Please."

Azmuth gave the request a very small amount of deliberation before unfolding his arms out from behind his back and gesturing for the laboratory's entrance. Max Tennyson gently put his hands on the shoulders of his grandchildren and ushered them forth, but Xylene didn't follow them in. Azmuth looked at her expectantly, and the Uxorite shook her head. "I'll just...wait out here. And...Azmuth?" The Galvan waited expectantly as she deliberated and finally bowed her head. "Don't be...They're..." She stumbled through the sentence and finally sighed. "He's hurting enough." Though Azmuth didn't have the ability to read minds, he could pick up on emotional cues as well as anyone else, and offered a curt nod. He summoned up another hoverdisc and floated into his sanctum after the three humans.

True to her word, Xylene waited outside.

\- o - o - o - o - o -

It had been her job to take the Omnitrix back to Azmuth close to three human years before. A special agent and a member of the Galactic Enforcers who ranked just under Ultimos himself, Xylene was to bring the device back to its maker on Galvan Prime on one of the rare trips he made back home. She'd never arrived, though. He still remembered all the reasons she gave and the stubborn way she ignored all his refutations before she disappeared in the other direction. Their window of opportunity to transfer it safely before Vilgax got wind of the Omnitrix closed shut, and then everything went to hell. Disgusted, Azmuth had returned to his first, more well-hidden sanctum and waited.

And then the Omnitrix came online. He'd been expecting the signature to reflect Chimera Sui Generis DNA as the base template, but instead...it had been human. The Omnitrix had attached itself to a human, of all creatures in the galaxy. It had been a whirlwind after that, complete with a few harrowing minutes where the signal even went offline. And then the Omnitrix had come home and he met Ben Tennyson.

Azmuth didn't make the Omnitrix to be a weapon. In truth, he had wanted to destroy the damned thing and bury another part of his past. But Ben Tennyson, a mere boy whose heart and spirit outshone everything else, gave him pause. So instead of destroying the Omnitrix as he had intended...he fixed it.

He let Ben Tennyson, a ten-year-old Earthling, go back home with it.

Now a twelve-year-old Ben Tennyson was asking him to remove the Omnitrix and take it back. And the boy wouldn't...or couldn't...even tell him why.

"Are you certain, Benjamin?" Azmuth asked quietly. The brown-haired boy couldn't even look at him as he nodded in the affirmative. He didn't look at his cousin or grandfather either. He just stared at the floor, while his right hand rubbed at the skin around the Omnitrix and the bandages there. The scanners showed the scratches that the simple cloth was hiding, some of them deep, and the cause. Azmuth risked a glance at Gwen and their grandfather, and both were as solemn as ever. So Azmuth sighed in defeat, nodded, and led Ben to a reclining chair that rose out of the floor. A translucent scanning platform was perched on each armrest, and when Ben slumped into place, the left one came alive.

Bringing up a small holoscreen, Azmuth began perusing through the Omnitrix. The vast array of nanofibers that ran from the device and all through Ben's body not only served to anchor it properly and ensure proper transformations and default template restorations but also acted as one very blatant security feature. To simply rip the Omnitrix from someone was to damage it beyond anyone's ability to repair, save for Azmuth himself. There were other...still very brutal methods...that one could use to remove it. In truth, the Galvan had always kept the "Detach" command very simple.

He had also never told anyone about it.

"You scanned Vilgax, didn't you?" Azmuth asked. He knew the answer with statistical certainty, but the sudden flinch from the otherwise mute hero told him enough, as did his secondary glance at Max. The elder human clenched a hand into a fist hard enough to blanch his skin white.

Azmuth gave his head a shake. "You don't have to do this, you know." His tiny fingers flew over the virtual keyboard in front of him. There were times where being an enigmatic genius paid off. Nobody was paying very close attention to what he was doing. They probably thought this was all part of the Omnitrix separation process.

"I have to take it off," Ben said, so dully that Azmuth knew it wasn't the first or even the tenth time he'd said that particular phrase. And for Ben to say something so...so wrong...

Azmuth gave his head a shake. "Very well." He finished his work. It had been a good while since he'd last updated the Index anyways. He had all the reports, but that was never as good as getting the data first hand and there were still mysteries that needed solving and software updates that he didn't dare send, not when the signal could be traced to both of them, even if there wasn't any urgency now. It was a shame that it wouldn't be used. The Galvan opened his mouth once more, and with a few last taps to complete his final modifications, he spoke the command.

The Omnitrix responded immediately. The nanofiber ports retracted, and the spiderwebs were cleanly, and safely, severed. In a day or two, they would biodegrade and be absorbed into his body, leaving him none the worse for wear. The dial went dark, the clasp detached and separated, and the Omnitrix tumbled off of Ben Tennyson's left arm and clattered to the floor.

In the silence of Azmuth's laboratory, that metallic ring seemed to echo forever. Ben pulled himself out of the chair and knelt beside the lifeless machine that had been so much of his life for so long. He held it there in his hands, staring at it with wide eyes. Like he couldn't believe it.

Azmuth saw Gwen walk over to Ben, touch his shoulder gently, and say something to him. Something about coming back outside. Looking at the sky before they left. Ben offered no reaction to hearing her, but a minute after she departed, the boy mutely walked past his grandfather and dropped the Omnitrix in Max's hands.

The door closed behind him, and Max Tennyson and Azmuth were finally alone.

The distance didn't matter as the five-inch tall Galvan and Max matched stares, even if Azmuth did have to crane his head to keep the once Plumber in view. He watched the man's eyes widen a little in intimidation, and he wondered what exactly Ben told the man about him. Ben or Xylene, who was the more probable guess, and he _knew _what the woman thought. The words 'Little Troll' was used more than once on that fateful day. He watched the man finger the Omnitrix for a few seconds, but it was Azmuth who spoke first.

"Vilgax is no longer among the living, correct?"

Max crumbled a little at the words. "No. Aside from..." He hefted the Omnitrix for emphasis. "...That look in his eyes. I wish I could take it away from him." He looked towards the door his grandchildren had gone through. "This shouldn't have happened. What they're feeling, what they saw, it..."

"Everyone responds to trauma differently." Azmuth observed. He conjured up a hoverdisc beneath his feet and floated up to Max's eye level. "But for as many years as you've been a warrior, you knew that."

He had to, at least as well as Azmuth did even if he didn't have the centuries. Centuries that went by as he watched some of the toughest, hardiest soldiers come out of a firefight shaken so badly they had to be shipped home to psych wards, and he'd also seen frail specimens emerge from skirmishes with half their unit wiped out and still be themselves. And then he'd seen the ones who had pieces of themselves chipped away over time, so gradually that when they snapped it seemed to come out of nowhere.

Azmuth had seen the last from far too close a vantage point and turned his back on the human at the thought for the security of his laboratory and all the experiments in it that didn't demand anything from him except his mind.

A mind that froze as the man behind him - the one he'd already forced from his thoughts - said, "I always did wonder what sort of man created the Omnitrix."

"Hm." The Prime Thinker didn't let himself do anything of the kind as he made his hoverdisc stop. Stop, but he didn't turn it so he could face the human or the eyes he felt on him.

"...Why did you?"

"For the same reason I make every invention." Azmuth replied with a scowl, his gravelly voice chastising. "Because I wanted to make the universe a better place. To help make bridges between species. And just like with everything else, people like you got their hands on it and turned it into something horrible." It would have been so easy to just leave then. He had a thousand avenues for his escape and enough regrets already. Only the terrible certainty that he would have one more after today made him allow in a murmur, "Until your grandson came into the picture, that was."

"I should have come along on that first trip." Max after a moment with a tone that finally made Azmuth turn just in time to watch the elderly man shake his head and for once he couldn't read the human with any certainty. It could have been in admiration or as a warning until his next few words settled the matter. "I was so worried about them."

"Hm." Azmuth said again and the sound seemed to be enough this time because. Max finally worked up enough ire to glare back.

"Is that all you can say, or are we just that boring to you?"

Azmuth shrugged. "The Omnitrix was never meant to fall into human hands. However, it did. And I was honestly quite impressed. That is why I let Ben keep the Omnitrix after I reset it. He may not have been using it for its intended purpose...but he was using it for noble ends. Having him here, I can see he is in pain.'' Galvan made sure that Max was watching him closely. "There is no cure for what ails him. Or his cousin. Or you, for that matter. In time, perhaps, he will recover. But he isn't the same boy who came stumbling into my hidden workshop with the equivalent of a dying star on his forearm."

"I wasn't expecting a magic bullet," Max answered. "But...what do I say to them? I tried to soften the blow, and it backfired on me. They're worse now than they were right after we found each other. After Ben..." He choked up again and there looked to be something wrong with his eyes for a moment. Then he held out the Omnitrix like he felt the weight of the universe in his hands. "Take it."

Azmuth tilted his head to the side and considered the request. "Is your world safer than it was before? Is the galaxy any less wild?"

"...No. But I thought that you would be happy to take it back."

Azmuth grunted again and gave his head a shake. "I left it with Benjamin Tennyson."

"He won't wear it."

"Then tell him to keep it." He instructed Max. "He is hurting today, but the Omnitrix is still his. Whether he wears it or hides it away, it is his now."

"I want him to be safe, Azmuth. I want them both to be safe." Max insisted. The Galvan shrugged again.

"Your grandson taught me something, Max. For years, I sequestered myself away, tired of the machinations of everyone around me. But you can't escape it. You can't hide from it. That's the crux of our existence. Mine. Yours. His. Ignoring the world won't protect you from it. You want him to be safe? Help him recover. And then help him get back up on his feet again. And if you can't, his cousin will."

"I hope you're right," Max said as he swallowed down a lump in his throat and slowly pulled the device back. "It's a little ridiculous that you and my sister would say nearly the same thing if you're not." Azmuth almost smiled at that. He'd heard words like that before after all. It was something of an honor for the other person, he was sure. "It's too late for them, isn't it? I've dragged them into this and… And they're never going to be the same again, are they?"

There weren't any smiles now. Just a look away. A look towards the door that was already closed. "It is… unlikely."

"I just…" The human started as he rubbed his eyes with his free hand. Azmuth knew that what he said next were words that he hadn't told any other living person. That wasn't even a question fit for the younglings in their pond, much less the Prime Thinker, but the actual words were a surprise. "I'm so tired. I need to be strong for them, but I'm getting old. I should be stronger than I am."

"I believe that there is a saying which crosses species," he said finally. "You're only as old as you feel."

And as terrible as the man looked with what appeared to be a recently reset broken nose that was clearly still bothering him he still let out a sad, sharp little laugh at that. "And how old do you feel then, Azmuth?"

The Galvan scientist gave the question five full seconds of contemplation. Bit by bit, all the failures in his life, all his successes that had become warped and twisted were heaped upon one another. The Null Void. The Omnitrix. The Galactic Enforcers. And countless more, including today. The look on the faces of those two children was a spike of agony.

The slight drop in his shoulders went unnoticed by Max. His response didn't.

"Today, I feel...very old." Azmuth admitted as the man turned to the door.. "Very old indeed."

\- o - o - o - o - o -

_The Planet Kryptos_

_The Draconic Nebula_

_15:08 am Local Time; June 19th, 2000_

_Three Days After Vilgax's Attack_

Gwen felt ancient as she made the short walk out of Azmuth's laboratory and into the dull red sunlight. Not from the pain in her stomach. That was almost gone even if the bruises did still ache when she breathed in too deep.

It wasn't the worst one.

She stopped at the mouth of the short tunnel and blinked away tears before she looked around. She didn't know what for, she just wanted to _see _the world.

Her gaze settled on a rock instead. One that wasn't too far away and didn't look the least bit different from the ones she'd seen at home. The only thing it had going for it was that it looked like it would be a comfortable place to sit. One that would let her keep her back on the ship that wasn't anything like the blood-red one she saw every time she closed her eyes, but that didn't seem to matter. She walked through a field of little black plants that almost looked like clovers and came up to her calves to get to it. It wasn't until she was halfway through that she saw the way the light shined on their wet-looking leaves.

It was like walking through a field of rainbows.

Rainbows that she watched over even as she reached the rock. Rainbows that she finally pulled her eyes away from so she could see everything else. The sun was huge and high overhead but it burned with the same color as a sunset at home. It should have been hot under a sun that big, but she was chilly as clouds that looked like pink cotton candy passed by overhead and blocked out some of that red light.

This was the third alien world she'd ever visited, but it was the first one that she got a chance to sit down and look at.

And her last.

It was over.

Gwen stared at the horizon, but all she saw was how surprised her Doofus looked when the Omnitrix came off. It was like he never thought it would really happen. She wasn't sure if he thought he'd change his mind or if he never had a choice to begin with. She just knew that once it was off it was like the last three years never happened.

The heroing was done.

They were a team. Gwen knew that she could do it without her Doofus, just like she knew he could do it without her, but she wouldn't. She made a promise, and she made it for a good reason. It was too dangerous to go alone. They'd had too many close calls together.

One too many.

She was going to miss helping people.

Sleep would be possible again, though. Real sleep without having to worry about being woken up at all hours by her phone beeping an alarm or a clawed hand shaking her shoulder. School should be easier. Life should be easier.

The lies were done.

She didn't even _know _how many she'd told her parents since that first summer started. Lies about being safe, about being in bed, and everything else. Lies about being _fine. _Lies that they only believed because they trusted her and they shouldn't. She hated lying, but she had gotten so good at it over the years.

Except with Michelle, who saw right through them, who went hysterical because she _knew _that things weren't okay. Knew when even her parents didn't. Gwen almost told her everything then. About Phoenix, about Vilgax and the magic and the Omnitrix.

Almost.

Admitting that she was in the city during Vilgax's attack was easy. Making up the rest of it was hard. She didn't even remember what she said now, but she remembered Michelle thanked her for telling the truth after that. Her best friend thanked her for lying to her.

She was so tired of lying.

It had only been a few minutes but the whole thing was already starting to feel like a dream. The brave knight and the sorceress fighting together to protect people. Until it counted, anyway. When it mattered, he was on his own.

They were over.

They had barely even started and they were over. Gwen closed her eyes and put her face in her hands, but she didn't cry. She didn't want them to be over, not when she didn't even know what this _was _yet_, _but she didn't know how to fix this. He wouldn't even look at her, and she couldn't look at him. Every time she tried, all she saw was how much she hurt him.

And she had. Over and over, in every way she could. She couldn't even listen to a tape without making things worse. She didn't mean to freak out about the tape deck, but hearing him say that, even if it was a recording...

It had been one lie too many.

It had taken every bit of courage she ever had to ask him to come out here with her. To see just one star with her. And he didn't answer. He didn't even _look _at her. He just stared at the Omnitrix in his hands.

They were over. She never even found the right word and they were done. Three kisses. Three kisses weren't enough, but that was all she'd ever get.

That's what she was afraid of anyway, what she was waiting to find out. She sat back up and took a deep breath and just looked up as she waited to see if Ben would join her. That was how she found the small moons that circled this world, and she almost smiled as she watched them glow in the sky.

She didn't know how long she waited, but it felt like forever. It was long enough that she was sure that she had her answer. It was long enough that her legs were as numb as the rest of her as she pushed herself up and turned around.

And saw Ben standing by the lab's entrance not twenty feet away. She didn't know how long he'd been there, but he was looking right at her. There was a whole alien world around them, and he was looking at _her. _She almost ducked her head, almost blushed, almost brushed her hair back, and almost yelled. Instead, she looked back and smiled. Or tried to, she didn't even know if her lips moved. She just hoped he'd smile back.

She loved his smile.

She watched for even a twitch in his lips, but he just stood there and stared, pale and wide-eyed as he rubbed his bare wrist. She watched _him _and remembered the second yesterday when she thought she had lost him and her world went cold. Somehow he had gone from the most annoying thing in her world to her whole world.

And she let him slip out of her hand.

There wasn't anything that she could say that would fix that. She knew there wasn't. There weren't any spells either. Not even Grandpa knew what to say when he came out, and he could fix _anything. _He just stared at them both before he walked up to Ben and handed him the Omnitrix again.

Somehow her Doofus lost even more of the color in his face as he took it. For a second, she thought he'd drop it or throw it away, but Grandpa put his hand on the watch and said _something. _Something that made Ben stop, made him look at her and nod, and just like that Gwen _knew. _

She knew that he was keeping it and that he would put it on again one day. It might be tomorrow or it might be years from now, but he would put it on again.

That thought went through her head over and over as Grandpa led them both back into the ship, as she went to the room Xylene let her use and found the backpack that Aunt Vera gave her. She reached for Charmcaster's old spellbook, the one she'd only hidden away under the new clothes out of habit and pulled it out with a purpose. When he put the watch on again, she would be ready. She wouldn't let him down again.

Never again.

\- o - o - o - o - o -

_Avalon_

_Classified_

_4:12 pm Local Time; June 20, 2000_

_Four Days after Vilgax's Attack_

"You've let me down, Gentlemen," Jim said. His voice wasn't a growl or a hiss, he had enough control for _that. _Control that his left wrist was paying the price for as he held it behind his back with a grip so tight he was _sure _he would have broken it when he was younger. "Worse than that, you've let the _world _down."

Those words made Presidents and Premiers quake before. They were words that Jim _reveled _in just for that, just for the moment when he made the men who thought that they ruled the world realize what this universe _really _was. They'd made grown men _weep. _

Now they just made the men behind him squirm as Jim stared at the screen in front of him and the pictures splashed across it. The pictures of Phoenix burning in the night, of the drones and the Starship. Pictures that caught a flash of a dome that burned like a pink sun in the middle of it all, and of a desert in the day. The picture of _that_ had the fuzzy edge that long-range surveillance always did, but it was necessary with the Colonel and his Plumb-ette there. Annoying either of them was never a good idea, but he had to see it for himself again, the picture of them in the desert, of the _boy _walking on that damned ship with the Omnitrix on his wrist.

And him coming back yesterday without it.

"I-it was either the device or the world, General," one of the three dared to say the _obvious _like he didn't read the reports, didn't _study _them for the one detail that would let him drag in Max Tennyson by his _ear _so he could get the truth out of the man, but there wasn't _anything. _A doomsday virus that disrupted the Omnitrix's core…

It was just what Jim would have done. It's what he had a whole room full of eggheads working on just so he _could _if it was necessary, so of _course _the alien had the same thing ready. Vilgax was even more of a monster than the rest of his kind, but no one could say he was a fool. Not when he lived his life based on the same words that Jim had carved into the metal wall next to his desk decades ago. "Adversus extinctionem bene optandum aliis," he muttered the words to himself.

Options. The alien device gave them so many and now…

"Dismissed," Jim muttered as he stood there and stared at the screen. His eyes should have been drawn to the devastation on it, but he couldn't tear them away from the boy and his empty wrist. The most powerful weapon in the galaxy and they'd let it _go. _He barely paid any attention to the sound of the shuffling feet or the door sliding open behind him as the men all but fled his office.

All but one. "That boy saved the city, General," the man said. His voice was just shy of quivering as he said it and he fled as Jim sucked in a breath.

"A city…" he muttered to himself as all the bones in his wrist _ached _under his grip. They could have rebuilt a _city. _They could have rebuilt a _thousand, _but there wasn't any replacing the Omnitrix.

If Albright had just _followed orders _and brought the Colonel and the device back right after Phoenix then maybe they could have found a solution to the problem themselves. If the man wasn't such a good soldier he would be spending the rest of his natural life watching over the _thing_ that was sleeping under Antarctica or the gate under Malta.

As it was, Jim was sorely tempted even as he kept his back turned on his desk, at the cold metal of it that was all that was left of the people he _beat _on his way to claiming this room and the glasspad that was waiting for him on top of it. He didn't reach for it, he didn't have to. He might not recognize the man he saw in the mirror anymore, but he knew _everything _that was on that bit of alien wizardry.

_Every_ demand for his time, for the men that he didn't have anymore. Not when he'd lost so many already after the last year that he couldn't spare _any _of the ones he had left if the world on the screen in front of him was going to have another day.

Not yet anyway.

"_Merlin," _one of the dozen women who made up Control's voice filled the room then. It was a voice that Jim barely heard as he stared at the still image of the boy who was sitting in a burning city that filled the screen. "_The Security Council is waiting - " _

"Let them wait," Jim growled as he tightened his grip on his wrists until the ancient bones in them ached. He didn't have _time _for the petty men who only _thought _that they ran the world. Not today. Not when he had this many fires to put out.

If the words startled Control, she didn't let it show. She wouldn't be here if she did and Jim didn't think a thing of it as she just answered, "_Yes, sir. We have the updates on the SCP missions in Nigeria and - " _

Secure, contain, protect. It was supposed to be the core of their mission, but today? "Is the world ending?"

"_No, sir. Not at the moment." _

"Then don't waste my time, Control," Jim growled. "Anything else?"

"_Area 51 has begun - " _

"I don't give a tinker's _damn _what those eggheads are doing, Control," Jim snapped before she could finish again because he'd have to be a damned fool not to know what they were working on. Vilgax's ship. Theirs now, and the thought of being able to say that about the giant warship should have given him more satisfaction. Instead, his glare could have burned a hole in the screen. One that would have filled the empty space on the boy's wrist. "Anything else?"

There was silence then. Silence instead of the no he was hoping for, and enough of it that he had to clear his throat. _They knew better in the old days_, he thought. Back when the world was barely connected by radio and he could count on his people to use the sense that God gave them. Back when - "_We've gotten a report from York, sir, but - " _

Jim did something that he hadn't since the heady days at Normandy, he _froze. _Not for long. Not any longer than he did as he stared at the pillboxes and the fire coming from them, but he did. "Put me through."

"_S - ?" _the woman started before she caught herself. "_Yes, sir." _

There was a click then. One that hadn't even faded from the room before Jim snapped out, "Alpha Sierra, report."

If the man was the least bit put out about not even getting a chance to get the first word in, he didn't show it. "_It's like the reports said, Merlin. The center is a complete loss. The monster that attacked it - " _

The words should have rocked Jim. Some part of him knew that they should. He knew more than a few of the people who were facing the ends of their lives at that retirement home. It was a part that Jim put away the moment he took this job. "Then tell me something that _isn't _in the reports, Adler."

The room went silent then for a dozen heartbeats. Maybe it was because of the casual use of his last name over the radio, but Jim doubted it as he clamped his mouth shut and _stewed _at himself for slipping so badly even as the man cleared his throat. "_For as bad as the fire was and as incompetent as the emergency services here are, only two people are missing, Merlin. A nurse named Amara Chada_," Jim let the name slip by as the nothing it was, ground his teeth, and waited for the news he _knew _was coming. The news that meant that everything that he'd done and had Nimue do had finally come to naught, "_and a patient. One George Senex, who barely shows up in the records._ _If the staff and residents weren't frantic about him… _" Reproach and curiosity filled the man's voice at the words trailed off. Not concern, though, but Jim wouldn't have sent him if _that _was an issue and they both faded as he continued, "_we're still sifting through the rubble, but - " _

"Find him," Jim barked out before the man could finish fishing for the answers that he'd _never_ get. "Whatever it takes. I want that man back in that bed or his body on my desk before the day is out, Alpha Sierra! Understood?"

There wouldn't be a body. Jim knew that even as there was another pause on the line. One that was finally broken by the man saying, "_As always, I am your __**servant**__, Mer - " _

The line went dead with a wave of Jim's shaking hand. "Damnation." The word just slipped out, but it was the only thing that gave him the least bit of satisfaction before he spat out, "Control. I want all eyes on the Organization until I say otherwise."

"_The - ?"_

"The Forever Knights!" The name he hadn't used in fifty-four years wasn't a shout, but only just barely as Merlin slashed his hand through the air and killed the intercom. His office went quiet as he closed his eyes and stewed at the past that _should_ have been long gone just like their order. They were barely more than a handful of sad men who held onto something long gone and the psychopaths who imagined themselves kings, but they were a _start. _One that Jim would have to stomp out before they could be made into _anything_ else.

"Unless he's already found them." Jim sagged with those muttered words and felt all his years even though he knew it was _impossible. _Not in four days.

_But the old man had done more with less _before.

Jim's eyes flew open at that thought as he remembered all the stories he'd made himself forget a lifetime ago. His mind was on the glasspad on his desk and the reports that filled it. The ones that _should _have warned him -

And his eyes fell on the boy on the screen again - the one with the empty wrist - and only _one _report mattered. One report that had more information than he'd _ever _use. Information on everything from DNA results to psych profiles and started with a list of names. A list he knew by heart by now:

Albright, A.

Armstrong, E.

Cruz, M.

Daniels, C

Green, K.

Tennyson, B.

Tennyson, G.

Validus, E.

Wheels, H.

The list of names was so short - they all that was left after they took out all the variables that might make the impossible all the harder - and it was shorter still because he knew things that the brains downstairs didn't, but it would be an ace in the hole that no one else had if it worked. "Optandum aliis," Jim repeated as he turned back to his desk and jammed a finger down on a button he never thought he'd use. "I have your names, Doctor. You'll have your first two subjects before the week is out. Project Chimera is a _go_."

He spat the words out the second he heard the click of the line answering and let it go just as the man on the other end sucked in an excited breath. Then he turned back on the screen, sank behind his desk, and prepared for the future.

_\- o - o - o - o - o - _

_City Hall_

_Santa Mira, California_

_12:38 am; July 4th, 2000_

_20 Days After Vilgax's Attack_

Sometimes he remembered the field trip he took when he was still a baby and he saw this inside of this building for the first time. It seemed so big back then. So _important _as he stood there and imagined his future.

The memory almost felt like a dream now as he looked at the walls that were covered with a dried green slime that was as alien as everything else he saw. As alien and as flat, like he was watching a movie or having a dream. A dream or a _nightmare. _Just enough of one that he would have _screamed _if he could, or he'd try and the thing that clung to his face would tighten the tentacles that it had wrapped around him tighter until the scream and the thought both died and the dark came back and took everything away.

The dark and the voice that came with it. The one that whispered over and over that this was _necessary. _That they were _saviors. _

These were always the bad times. For the rest, the world was just a dream that smelled like the ocean as he stood there, one of many lost in the dark at the edge of the room. One of many who watched the three bathed in light as they stood in the middle at attention. Three _giants. _Three creatures who were the furthest thing from _human, _who only shared some of the same shape even though they towered over everyone here.

_The Firstborn. The Highbreed, _the same voice whispered, the awe coming through even though the sounds _didn't. _Didn't sound like English, didn't feel like words, but he knew them anyway. They just _were. _

Just like the Highbreed.

The giants with their snow-white skin didn't have any eyes that he could see - and he could see _so _much more now in the dark - unless that was what the weird red slashes on their face and chest were, but they all faced the screen that hung before them anyway and watched the one that looked so much like them but _more _who was on the other side. The one whose deep, gravelly voice filled the room now. "_The Council and I have read your report from the city called Portland, Commander. Is there any doubt?" _

The one in the middle straightened at the words. Stood tall and proud as it rasped out, "No, your Supremacy. We found no sign of any other world's technology in use and only the Abomination - " the squid-like thing around his head tightened its grip at the word. Tightened even though he didn't scream, and some part of him realized that it was afraid. That _everyone _in this room was and it seemed _wrong. _" - could have stopped Vilgax, the Conqueror, on this world and left the city anything other than a cinder. It is here, it is just well hidden and guarded as I have said."

"_Then we shall call off the searches on the other worlds," _the thing on the screen rasped before it leaned closer to the screen and loomed larger. "_Your plan is approved, Commander. Expect reinforcements within the - " _

"No!" The one on the far end shouted suddenly as he stepped forward. If it was human, he would have expected it to be red with fury, but it wasn't and no color touched that white skin. None but what was already there, the colorful marks on its face and chest and the black stains on its feet and hands. A hand raised now even as the wings that were usually drawn tight against its back opened just a little. "No, the Abomination is too dangerous! We should burn this world while we can, not - !"

The one in the middle rounded on that one without any of the displays, but _he _still took a step back, and he wasn't the only one of the servants who did because they were the _Highbreed _and beyond this. "No! We do not hurt the innocent! Not more than we must, Subcommander! Have you forgotten our ways?!"

"Have you forgotten the Devourer?!" The subcommander spat out, and then there was just pain and darkness as the thing squeezed down on his head and neck. Squeezed until he couldn't _breathe, _until every instinct screamed for him to reach up and tear at the tentacle around his neck, the one that was a part of him now.

But his hands wouldn't move. Not for _him. _Not anymore.

"The fault would not be ours!" the third's voice rumbled out in the darkness like thunder. "We've _tried _to draw the Wielder out from his people and all it gained us was the extinction of our pawns!"

"Then we shall try _harder!" _The Commander said, and there was a noise. One sudden and sharp and another that he felt through the floor even as he tried to breathe. "The Blood Pack were _nothing _and the galaxy is better off without their kind. We do not massacre the innocent!"

"_No," _the voice on the screen agreed, its voice another deep rumble before it softened. "_Easy, my friends. Easy. The Devourer has not yet returned. Remember your hosts." _Air came a moment after those words. Air came, but the pain didn't go away. Neither did the terror. He wanted to rub away the one and run with the other, but his hands just went behind his back as his body stood straight again. As they all did, and when he opened his eyes again, the three were back to where they were, even if the Subcommander's face was marred by a green splotch now,

A mark that he looked away from and that was when he saw _her _in the dark.

It was just a glimpse. Just a flicker of his girlfriend as she stood on the other side of the room and waited just like he did. Not that he could see any of the bronze skin and teasing smile he remembered in the _thing _he saw now. The thing that buried her in the pale green skin that had spread out over her and stared back with its single red eye. But it didn't matter how much this _nightmare _tried to devour her, it couldn't hide the way she stood. The little tilt in her hip that always drove him crazy and not even this could take away.

Even if it did take everything else.

"_The Abomination must be found and destroyed, but if the Creator escapes us…" _The one on the screen intoned. "_Your plan is approved, Commander. Begin the preparations and expect reinforcements within the week. And the Queen you requested." _There was another rustle then. One that came with a word that felt like mother and a joy that was so short-lived. "_Find this Abomination - this __**Omnitrix **__\- and its creator. Find them and destroy them before Darkness falls again and we shall prepare in case you cannot." _

"Yes, Your Supremacy," the Commander said as the three bowed even as the screen went dark. "We have much to do. Subcommander, prepare the Hatchery," the commander said with a look at the third that was a glare for all that it didn't have eyes.

"Yes, Commander," the third hissed, still bitter as it turned and left. His girl left with him and he watched her like he always did for the look he didn't know if he wanted to see or not, because knowing that she was still in there, as trapped as he was…

"Commander," the one closest, the one he served, said for the first time. "Your plan will take time and I - "

"Yes, Reinrassig," the Commander said with something that might have been a sigh that cut his master off as he caught himself. "You may continue your work until the day. Find these _Plumbers._"

The words were simple ones and said in a tone that he remembered from his boss when he worked at the auto shop, and Reinrassig bowed, turned, and left as he followed.

Followed him into another office. One that he knew wasn't special in any way even _before _the night this all started. The night he found out what it was like when he had a nightmare he couldn't wake up from. Reinrassig didn't look at him as he sank into the only chair here. The one that was as much a part of the room now as the _stuff _that covered the walls and the Highbreed touched with a stained-black three-fingered hand. It should have seemed like magic when the slime pulled away and a screen came to life under it.

It should have, but it didn't and he wished the dark would come back because the woman who appeared looked so much like his girl did when they saw the burning thing fall from the sky and chased after it. Not her face, but her expression, the terror and tension written all over her as she pulled against the ropes that were holding her in that chair...

If he'd _known, _if he thought about _anything _except for the feel of her hand on his arm as she tried to pull him away or the way her voice quaked as he reached out for the pod that they found just Lying there, smoking in a crater. The same way it quaked when they watched their first horror movie together and he got his first kiss right after she buried her face in his shoulder, and he hoped that after this, after he showed her how _tough _he was...

Then he heard the pod hiss open and saw the _things _inside.

" _\- so sorry, baby," _the woman sobbed out and he couldn't _breathe _even as the _thing _on his face made him look at her. Made him _study _her from her short cut blond hair that was tied tight back to the weird blue overalls she was wearing to the tears that were running down her cheek from her one uncovered eye that was closed tight and the _thing _that already covered the other.

The same squid-like _thing _that he saw when the pod split open and every time he saw a mirror. Saw in the split second before they sprang out at them as his girlfriend _shrieked. _For that moment, he was sure that would be the worst thing he ever heard, but the noise the woman on the screen was making….

The terrified panting sound he heard _every _time the huge alien _thing_ in front of him listened to this recording and every time the dark came. It was the same noise his girl made as he tried to pull the thing off of her until his body stopped listening to him. A noise as far beyond words as he was as he felt he tentacles around him shift even now.

He wished that the words that followed that noise, the words that were almost a babble were any easier to take, but they weren't. The only thing that made him feel any better was that the voice he heard coming from the screen didn't sound a thing like the one he used to make laugh.

The woman's one uncovered eye didn't sparkle either as she opened it. The blue of it was just a narrow ring around black as it flickered this way and that, as unfocused as some of the guys got after work as they smoked. The mumbling was almost the same, though. Almost. "_The people? You'd really like them, Baby. I know that Plumbers is a silly name, but… They're all just like… Don't say that, Helen! He likes you so much and so does his son even if Manny… I don't know. Maybe. I can't! It's a - I can't tell you - Honey, please you know I - I - " _the woman's voice broke then as something that sounded like thunder filled the room. A sound he remembered just like he did his master rushing from the room as he followed. A sound he caused as he fired his rifle into the crowd of pirates and they fired back, but they were scared and he wasn't.

Not with the Highbreed at his side, not when his life didn't mean _anything _compared to protecting the galaxy, but there were more pirates than them and the _vermin _were already at the gates. He wasn't afraid, but it was a relief when they stepped into the rings, so they weren't there for the rest, but the computer listened to the very end.

"_A - all right, baby. Major Albright is just like the soldiers in the movies, always barking orders, but Armstong and Cruz both served with him for years - since even before they became Plumbers together a-and Neil says that - th… N - N… No I - I - Stop it! You're not - ! You're not my Hel - !" _The woman shouted just like his wife did. Shouted and pulled at her bonds as the thing on her face narrowed its one eye and her breath and voice got so ragged. "_N- not - not my boss - W - we serve under C - Colonel T - T - Tennyson - n… No!" _

He wished the darkness would come back as he watched the woman squeeze her eye shut and _howl. _Howl until the thing on her face wrapped a tentacle around her neck and squeezed until she collapsed against the ropes. He stared at her slumped form after, slumped just like he remembered his baby doing, only the woman on the screen didn't cry and his didn't _stop. _Not until she did, but by then she wasn't _her _anymore.

And he wasn't _him. _

But he was _here, _watching the woman who was held up only by the ropes and the chair as the sounds of shooting were replaced by an explosion rocked _everything. _Then the screen went dark as his master just stood there for such a long moment before he reached up with one black hand and touched another button. One that went to a program that had been running for weeks already. One that was just a list that scrolled by almost faster than he could read. Names and addresses for work and home. Names with _pictures._

Most of them were just men and women in uniform that looked as formal as the ones in his yearbook. The rest, though, the rest looked just like the ones he remembered. The ones of him and her as the names flashed by like the hundreds more stars he saw raining down on their hometown the night this nightmare started...q

Then the huge alien pressed the button again and the woman came back. " _\- so sorry, baby…" _

And it started all over again.

\- o - o - o - o - o -

_Ben's Living Room_

_Bellwood, California_

_3:35 pm, July 12th, 2000_

_28 Days After Vilgax's Attack_

All it would take to make the nightmare stop was him pushing one button, but Ben's finger didn't move. He _couldn't_. He just looked at the TV, all sixty inches of it, and stared at the destroyed city that it was showing.

"_-clean up efforts continue in Phoenix, Arizona. City officials are hopeful that the last of the debris will be removed by the end of the month_," the man on the tv said with a smile that looked just as fake as the frown that took its place as the camera angle changed and he turned in his seat. "_But in our lead story, vandals set fire to the Chicago Historical Society last night. The worst of the blaze was centered on the First Contact exhibit, which had been touring the country for the last three years. Early damage estimates are in the millions and several artifacts have been reported destroyed. There are no suspects at this time. The only clue left behind was the message 'Remember Phoenix, Never Again,' which police discovered graffitied across the front of the building. No suspects have been - "_

Ben let the words wash over him as he sat there. The words and the pictures of the ruined building even as he itched at his bare wrist until he heard a voice he couldn't ignore - not for long, anyway - call his name. "Yeah, Mom?"

"It's time to - " His mom said as she stepped into the living room and her words disappeared in a sigh. "I wish that you wouldn't watch the news."

Ben just shrugged. He didn't even look at her. He didn't have to, he knew what he'd see. The same worried look that he'd seen since he got home. A look that didn't go away even as she made herself sound so excited. "We're going to be late for your first day back in karate! You don't want to keep Gwen waiting, do you?"

The thought made him feel _sick_, but he stood up anyway and started for the door. The back of his neck itched because he could feel his mom's eyes on him. She was always watching him now. Her and Dad. They had been ever since he got back weeks ago. They never yelled – not that they ever yelled all that much to begin with – or told him what to do. They didn't even stop him from staying up late and always seemed to want to hang out with him.

Being in his room with the door shut was easier. So was keeping the blinds closed as the TV just kept playing….

"For heaven's sake, Ben, turn off the television first."

Ben knew that he should have rolled his eyes at that because they were so _boring _and normal. Maybe made a joke just to see if he could make his mom sigh or laugh, but he didn't. He just clomped back to the couch and picked up the remote instead of admitting that the words made him feel a little bit better anyway because that was just _sick. _

But not as sick as what he heard slip out of the tv's speakers. "_-asking for any information that could lead to the whereabouts of Helen Amber Wheels, who disappeared_ _from her father's backyard four days ago. This is just one more tragedy for the family after her mother died on duty only three months _-"

Ben stopped and stared as a photograph of a little blond girl with a blue streak in her hair filled the screen. It had to be a school photo. Nothing else would explain the fancy dress or the fake smile before it changed to her with a woman who could only have been her mother pushing her on the swings, and seeing them both smile over the caption at the bottom that said **Atlanta Tragedy.**

Ben watched it all and felt his left wrist itch.

It would take a couple of recharges, but Ben knew that could XLR8 it and be there in about an hour if the Watch played along. All he had to do was go get his Dweeb and -

And he turned off the television and followed his mother out the door.

"You must be so excited to see Gwen today," his mother said as she tried to fill the silence with a nervous babble as she drove. "Your father and I were thinking that you could invite her over after class. It's been so long since we've had her over. It would be fun." She stopped and snapped her fingers as if she just had a thought, but he knew she'd been practicing all of this. "I know! She could sleep over! That way you two can spend the whole day together tomorrow. I already talked to Lili and she said that it would be fine with them."

"Dad said okay?" Ben asked, his voice dull and doubting. "After what happened? I thought that he..."

A couple of months ago, Dad threw a fit over Gwen coming over for a few hours. Now he said she could stay over?

It felt like a trick.

It felt like it should matter. It came the closest anything had in weeks.

"Your father was just being silly back then. He didn't mean anything by it," Mom said with a wave of her hand. She gave him a too-wide smile. "What do you think? We could stop at the store and get all the processed sugar that you two can stand!"

Ben gave his mother a look. "Are you feeling okay, Mom?"

Sandra nodded a little too much as they pulled into the parking lot of the dojo. "I'm fine, Ben. What do you think? I think you two would have a blast!"

He thought, and as he did he looked out his window.

There was only a small class standing outside of the dojo. Most of the kids had gone away for the summer and most of the ones who hadn't couldn't leave the house. Not yet. Not when everyone was still half-panicked and the TV wouldn't shut _up. _Sensei had been thrilled when Ben and Gwen's parents had called to see if they could rejoin early. Thrilled, and then worried when he found out why.

The man would be _staring _when Ben went in. He already knew that. Everyone else did when they found out, but that didn't stop him from reaching for the van's door handle or muttering something to his mom as he pushed it open. He ignored her happy voice as his eyes went to the crowd that was waiting in front of the dojo. It took him even less time to find his Dweeb.

It was the first time he had seen her since they had gotten back from space and he couldn't take his eyes off of her as she stood there, her eyes on her feet as Paul and Mary stood next to her and talked around her. He stared and he couldn't _breathe. _Not any more than he could _then _as he watched her sit on that rock with her back to him and stare out at an alien world like a _dweeb. _

His Dweeb.

He stared then and he stared now, just so he could take her in as she stood there in her gi. Her hair was longer, he realized. Not by much, but it was longer than she had ever had it before. There were dark circles under her eyes, too, when she looked up after Mary touched her shoulder, and she looked skinnier. Skinny enough that he would have worried. He would have, but when he put on his gi an hour ago his pants had almost fallen off. If he took his mother up on her offer that problem would be solved for both of them.

Ben could see them doing it. Spending the whole night just playing video games and watching movies and eating junk until they were both sick and...

Gwen would be close enough to talk to, to touch. He never realized how often they touched each other until the last few weeks as they went on and on about _everything_. The hugs were rare, but they were always touching each other's arms or hands or sitting so close as she used his arm as a pillow. He missed all of the little touches - all of _her - _and he wanted them back.

And she'd be close enough to...

His eyes went to her lips and he just saw the sweat soaking her face already. Soaked just like it was before when half of her face was covered with blood, and like it was every night when he closed his eyes. He just saw the blood again just like he had every night since they fought Vilgax. That and her lying on Aunt Vera's couch after in just the tank top and shorts that she had worn under her Plumber suit. His head felt so full of cotton and the edges of the memory blurred, but nothing could make him forget the sight of her lying there with her tank top pulled up and her eyes closed tight as Grandpa and Aunt Vera worked on the horrible marks across her stomach as alien light filled the room. They talked to her the whole while even though she hadn't said a _word _since that first injection, talked, and joked even as they pulled out more and more alien stuff from wherever Aunt Vera had hidden it.

And Ben had just felt _sick _as he just stood there while they did everything that they could to help his Dweeb, and all he could do was stand there in the corner and watch.

Watch when he just wanted to hold her hand. Watch like he did as she screamed at him and pulled at his hand, her face covered in blood and he didn't know _why, _just that his hands hurt and _\- _and what did he _do? _

Watch like he did when she just _collapsed_ with horrible sobs at the sound of his recorded voice.

Watch like he did when vines dragged her underground and a fireball burned into the sky right where he'd left the Rustbucket, left _her. _

Ben watched and felt like he was being choked even before he heard Vilgax's snarl in his ear again, '_They're dead, Boy. They're __**dead**__. You're __**dead. **__Your whole world __**died**_ _the second you stole the Omnitrix!'_ The moment he heard those words he knew they were true.

And he heard all the noises Vilgax made right after that, too. The way the alien howled after he drove a single shard of a crystal into the monster's chest and made it grow as Old Squidface howled and slammed them both through the window and -

And what he said as they fell, as Ben put all his concentration into that crystal even as the alien called his name and -

"-son!" The howl was so much louder now, almost as loud as the heart he heard hammering in his ears, but it was the feel of the hand on his shoulder that made Ben jump away and slam his hand down on where the Watch _should _have been. His palm found bare skin instead as he spun around and his mom's pale face instead of the tentacled horror he was expecting, her blue eyes huge and worried as she said, "Ben?! Are you okay? What's - ?"

"I'm fine!" Ben snapped back as he tried to think, tried to _breathe _past the words he'd said every night since even before he got back even as he whipped his head around. Every night, over and over again and it happened now as he stared at his Dweeb and her too-wide eyes and dug his fingers into the armrest. "I'm fine."

He would have given _anything _to let go, to run up to her and hug her as tight as he could just to know that she was still alive. Still a part of his life. He didn't even care that she was in the middle of a crowd. They could make fun of him for the rest of his life and it wouldn't matter.

Ben saw his Dweeb turn and her eyes go wide when she saw him and sucked in a breath as he watched her take a single step _back. _Back when he was sure that she was going to come running up even though he _still _didn't have the words. Words he knew didn't matter even before her eyes fell to the ground as _she _remembered, too. He was always the one who charged in, but she was the one who always got hurt.

She couldn't even look at him. How could he ever expect her to forgive him?

The thought made him drop back into his seat, his knuckles still white around the handle that he never pulled. "Can we go home, Mom?" He asked. His throat was so tight that he could barely force the words out. "I don't feel good."

And his mother just stared at him. "But what about Gwen?"

The Dweeb was beyond annoying. Obnoxious and bossy and way too afraid to relax and have fun. She was beautiful. Smart. Brave, braver than him. She heroed for so long without anything but some martial arts moves and then she became a sorceress and it didn't make her any more amazing because she never needed magic. She was the only person he ever met that was never boring. She was always aggravating, but never boring if only because annoying her was so much fun. She was the only one who he could fight with and actually talk to and her lips tasted like strawberries

They were going to see the stars and he just kept hurting her over and over again and he couldn't breathe.

"Please?"

"Did you have a fight? Did you do something? Did she say something?"

"No," Ben said as something made him look, something made him as Mary gave his Dweeb the hug that _he _wanted to. "_Please._"

"Is it because of the car accident?" That was the story Grandpa came up with to explain what had happened to them and the Rust Bucket. Their parents had been worried when he told them it was a fender bender, but when he brought them home and they found out the Rust Bucket was totaled...

Ben had never seen his parents so mad. Or Gwen's. They yelled at Grandpa. They _yelled_ and the man just stood there. He had called Grandpa a few times on the phone, but he hadn't seen him since.

Not even _Grandpa _could look at him now why did he imagine _she _could?

"_Mom_!" Ben closed his eyes so he couldn't _see _his dweeb looking at anything but him.

"Then why? What happened? You've been so quiet since you've gotten home. Why won't you just tell me what's wrong?!"

Ben looked at her, but he didn't even know how to start. He wanted to tell her everything. All of it. How he and Gwen were heroes together. How she was so brave. How they had saved the world and saw alien stars. But if he did, Grandpa would get in trouble and he was already in so much trouble. If he told them, he would never see the man again.

And he couldn't lose them _both_.

So he said as little as he could. "I just... after everything that happened I just don't want to do karate. I don't want to _fight_ anymore."

His mother stopped at that. Stopped and thought, her lips thinning to a line as more appeared in her brow and he knew that she believed him even before she nodded. He didn't know how true it was until he said it, but it's what she wanted to hear ever since he started. He knew she hated how violent karate was for all her talk about wanting to learn more about Japanese culture. "Okay. Okay, but you have to do _something_. You can't just mope around the house."

He knew it didn't matter to her, or him, so he just said the first thing that came to mind. "Soccer tryouts are coming up soon."

"That sounds... good," Mom said with a nod that didn't look the least bit convincing. "What about - ?"

"If I tell Gwen, she'll yell until I stay, and I really don't feel good."

Again, it was just enough of the truth that she believed him, but it didn't take any of the worry from his mom's eyes as she drove back out of the parking lot and onto the road for home. Worry that got worse and worse until they were in the driveway and she finally said, "There. We're home. Now give your cousin a call and - "

And Ben didn't have any more fight left in him, so he pulled out his phone and called hers. It should have been easy since he _knew _she didn't have it. And it was until he heard the recording of her voice, "_You know what to do, Doofus!" _She said and laughed before she vanished in a beep.

One just like the ones Ben heard while she was lying on the couch. "I…" That was the only word that came out of him. For a moment, he was sure that was the last word he would ever say, then the phone beeped again and he felt his mom's eyes on him. "She must have turned it off. I'll tell her later," he somehow said around the cotton in his mouth.

He stared at his phone for the rest of the day after he somehow got back in his room and into bed. Stared at it as it rang, stared at it when it stopped, and kept staring as it trilled the alarm that meant that there was someone out there that needed a Hero. Words flashed by, transcribed from the police band. Words Ben didn't read as he thought of the Omnitrix that was hidden in the box under his bed with all of the rest of his souvenirs.

There were people out there that needed _help. _That needed a _hero. _He knew that.

He knew it just like he knew that Grandpa told him that it was his choice to take the device off, and his choice if he ever wanted to put it back on. He had said that, but he made Ben keep the Watch anyway.

Grandpa said that it was his choice, but Ben knew that Grandpa lied even as he pushed himself out of bed and forced his feet into the first kata he ever learned. The one he wouldn't forget any sooner than the girl he saw on the TV today. It would be so easy to go hero again and save her, but if he did...

Then so would his Dweeb and he already watched her die twice now. He wouldn't let her get hurt again. Not because of him.

Never again.

\- o - o - o - o - o -

**Erico Omake**

Erico's Omake is Azmuth's section at the start of this chapter. I'm sure that quite a few of you recognize his story 'As Old As You Feel.' Unlike the rest of his side stories, this one felt like it should be a part of the main story, so we added it here with a rewrite to make it fit the reboot better. If you'd like to read the original version or just leave him a review for the excellent story, you can find it at: s/11270591/1/Little-Moment-As-Old-As-You-Feel

**From Erico:**

AOAYF is also on AO3, along with all the other side stories. Did I mention that Jim Huxby is a real son of a bitch? It bears repeating.

**Announcements**

Nost Algia has posted the first part of his reading of chapter 32. You can find it at youtube, just add /watch?v=f5-WpbVGaDs after the com


	36. Finding Your Way Home

Epilogue: Finding Your Way Home

_Gwen's Bedroom_

_Bellwood California_

_10:35 am, July 26th, 2000_

There were so many things that Gwen knew that she should be doing instead of just lying there in bed.

There were spells she should be researching even though the words swam as she read them now. Moves that she should be practicing even though her body still ached from yesterday. A room that needed cleaning after last night and that didn't even scratch what she should be doing for school…

She knew all of that, and she turned the page anyway because she always hid best in books and she _needed _to hide now. Not in words or the busy work that she did until she couldn't _think_ anymore. Not when they didn't _help _anymore, but photographs still did, and she had albums and albums of them scattered all over her room.

But there was only one in the bed with her now, and it wasn't any of the albums she'd been making with her mother for as long as she could remember. Back when all she could do was sit in her lap and help pick out the pictures for the ones that were filled with family trips and all the awards she'd won. Not her favorites either. Not the ones from her summers. Those still sat at the bottom of her nightstand as untouched as the phone that sat on top of it over the last few weeks.

No, she wasn't looking at any of _those _albums, but this one was _almost _as good and her second favorite Christmas present ever. It even beat out the journal that Grandpa got her if only because some woman's words didn't compare to the morning she opened this one with her parents and her aunt and uncle crowded all around as they pointed out the pictures of the redheaded woman inside and told stories for every one. Most of them were happy, some were sad, and she loved them all. The pictures blurred by now as Gwen tried to lose herself in the life of the woman she _should _have known.

Her grandmother. Verdona Tennyson.

Gwen made herself stop flipping through the pages and really _look _at her_. _She saw her grandmother's warm smile, the freckles that were splashed over her nose and cheeks, and the little wrinkles around green eyes that always made her look like she was worrying about _something. _She looked and tried to put it together with the stories she'd heard of the woman who raised her dad and her uncle almost alone and then took in her mother and aunt like they were always hers and sometimes she thought she saw it. Sometimes she thought she saw why Grandpa fell for her and _still _missed her, too, but the photographs weren't magic and a frozen moment wasn't anything more than that.

Her stomach got so tight at that thought as she studied the pictures for every detail just for a distraction. Like how most of the photos might have been going yellow around the edges but they were barely any older than she was and they'd been taken when her mom and aunt lived at Grandpa's house.

And the idea that he even _had _one…

There weren't words for how wrong that seemed when the Rustbucket was his home for as long as she could remember. Hers, too, and now...

Gwen closed her eyes just so she wouldn't start crying _again _as she remembered the wreck she'd left behind in Phoenix_. _It was a long minute before she could open them back up as she flipped through the pages again. She guessed that her mother and her aunt took most of these because there weren't many with the three of them together, but one of them was always in the picture. Grandma never seemed to mind, but the worry lines around her eyes seemed like they got deeper as her mom and aunt's stomachs got bigger.

There were _some _old photos in the album. Some that were almost as old as the wedding photograph on the cover that Aunt Vera must have taken because she was the only one not in it. She always looked at it because Grandpa looked so happy with Grandma Verdona and she _still _wondered what kind of woman could make him smile like that, but there was so much that the photographs didn't say.

But she still saw things in them. Things like how sad her Grandpa looked now, even when he was smiling, and she never noticed until she saw him with Grandma. She tried so hard to tell herself it was because he was so _young _in them. He was only a little older than her parents were in the rest of the photos and they were barely any older than Sensei's assistants and that always made her stop because it seemed so _wrong. _Grandpa was barely thirty when he got married and her mom was only nineteen in all these pictures. She was only seven years older than Gwen was and pregnant and…

And it was almost a relief when Gwen flipped the page again and her fingers found her favorite picture of her grandmother. It was the one where she was kneeling in what must have been her garden. Her hands were dirty, but she didn't even seem to notice. Not with her brow wrinkled and her lips twitched up in a look of happy concentration that not even her sunhat could hide as she cupped a yellow rose in her hand, one just like all the roses that grew _everywhere _outside of Gwen's window, even if the flower itself was almost lost in a lens flare that was the only flaw.

It was such a simple thing. As simple as the green dress her grandmother was wearing and the loose braid of hair that fell down the woman's back. Hair that was the same color that Gwen saw in the mirror every morning. Hair that was the only thing she thought she got from her Grandmother, that and her eyes. Hair she barely thought about before now. Hair she didn't know what to do with besides keeping it short and _practical _with just a clip for style.

A clip that was still waiting next to the phone because it seemed like too much work to grab today and Gwen didn't know what to do with her hair anyway.

Her grandmother never seemed to know what to do with hers either because she had it done up differently in every picture. It was in tails and braids and sometimes just loose, but it looked beautiful even when she looked exhausted and overwhelmed until it seemed like her hair was the only thing she had under control as she held two boys close. Two little boys who were giving the camera gap-toothed smiles like they were having the best day ever. She never knew that her daddy had glasses even back then, and the smile on her uncle's face was the same one that filled all the albums that were waiting under her nightstand because it was just like her -

The past blurred by then as Gwen did her best not to think about the phone that was just _waiting _next to her. The one that hadn't rung in weeks and she didn't _dare _pick up. Not when she didn't have the _words…_

Pages flew by as she tried to stop those thoughts. Pages full of Grandpa being a pest as he surprised her grandmother with hugs and kisses that she didn't dare look at even though she'd gotten a good laugh out of Michelle months ago as they looked at some of the outfits the man wore that made his shirts look _tame _now. She even flipped past her favorite picture of her mother, where she was in the kitchen and as messy as she'd ever seen the woman, with flour covering her and her face twisted and determined as she had her hand inside of a turkey as grandma stood next to her with a grin. Her aunt must have taken the picture, and she usually tried to imagine what her mom did when she saw the flash...

Not today, though. Not when Gwen could feel her lip quivering so bad that she was sure that the light would start flickering, but it didn't even though she could _feel _the mana all around her. Mana that slipped through her fingers like the pages in the album as her grandmother's life flew by in little moments. Moments captured in the pictures of her leading her boys through the zoo or the park or just hanging up clothes on a clothesline, or sitting on the porch with Aunt Vera, the two of them laughing like they'd known each other _forever, _but it wasn't as big as it was the one where she was with Grandpa as they walked hand in hand on a beach and that one didn't make up for all the ones he _wasn't _in. And the look she saw on her Grandmother's eyes in those…

She looked like someone stole her heart away. Like the best parts of her were _missing..._

Missing just like the mana that Gwen knew should have been humming around her right now instead of just being one more empty place inside of her. It was only habit that kept her fingers moving through the pages as she reached the end of the book and the picture of her aunt helping her mother into a white dress, both of them had bumps showing in their stomachs and tears running down their faces as they hugged while Grandma just stood just behind her mom and cried with them.

Grandpa wasn't there for those pictures. She knew that he wouldn't be, but it still hurt. Maybe that was why Grandma always….

And then the thoughts just _stopped _as she did the one thing she swore she wouldn't and flipped over that last page so she could see the picture waiting on the other side. It was the only one that didn't have her Grandmother in it, just her mom and aunt asleep and curled up together on a couch in a room that she'd never seen before. It was weird enough seeing them getting along now, but seeing them with their hands clasped together as they used each other as pillows?

Gwen had never been able to wrap her mind around it, but that wasn't what froze her now with her heart racing in her ears as she stared at the bulges in her mom's and aunt's stomachs. Bulges that were so big that they brushed together and were just barely hidden under their maternity clothes.

Bulges she stared at instead of the words that her father had written so carefully under the photograph. Words she didn't need to read now, not when she already had them memorized. **I found this while we were going through photographs, Pumpkin. Mom gave it to me before she… I know she'd want you to have it, so don't tell your mother or your aunt that I snuck it in. I think it's the first picture of you and your cousin together. **

Those last five words kept going through Gwen's head over and over again like a spell, one she couldn't _stop. _If the magic listened to her at all anymore she knew it would be storming around her, but it didn't. Not in weeks and weeks. It was as gone as he was because she…

She…

She couldn't finish the thought. She didn't even know how long she sat there until she heard a knock at the door that almost made her scream and did make her jump as her mom stuck her head in. "Gwen, haven't you heard me calling for you? I'm sorry that it took me so long to get back from taking Michelle home, but she - " the woman started, her forced smile bright before it faded and her hand went to her mouth. "You're back in bed?"

"I don't feel good," Gwen mumbled in the face of those words and the _disappointment _in them as she slammed the album shut.

Her mom's disappointment didn't go away even after Gwen squeezed her eyes shut and hid her head in the pillow. Neither did her mother as the woman padded over and sat down on the edge of her bed. She felt a hand brush against hers and the album before it found her arm. The touch just made Gwen hide deeper before she heard a sigh and the one word she always _dreaded. _"Gwendolyn…" She still didn't open her eyes or let go of the album as she turned her head just enough that a cool hand could reach her forehead. The sigh that came as the hand dropped away was almost as bad though. "You're not running a fever. And you felt well enough to spend all of yesterday at the dojo and have a sleepover last night."

Those were _different, _Gwen wanted to say. One was _training _and it didn't matter if it was at the dojo or in the woods in the middle of the night as she practiced spells that didn't do anything. Those were everything she _should _have been doing instead of being _lazy. _And she'd only let Michelle spend the night because the girl put her hands on her hips and _insisted _even though she couldn't face someone waking her up in her bedroom who _didn't _have bug eyes anymore_. _She wanted to explain, not that her mother would understand. No one would. No one but the boy who didn't call. "I must have caught something while I was helping Sensei yesterday. I thought that Paul looked icky."

The words got the thin-lipped look that Gwen _hated. _The one that just made her want to hide, to make her try harder until the A on her test got the plus next to it that it should even if she did spend the whole night before studying. It was also the only warning she got before her mom grabbed the covers and pulled them away. "Even if you did, it won't kill you in the next few hours, Gwendolyn."

Gwen tried to say as she grabbed for the covers, hoping that she'd get them before her mom saw the sneakers that she'd just managed to get on after Michelle left and didn't bother to kick off because it was just too much. "But - "

"You're dressed at least," Her mother allowed with a sigh and the sound was worse than _any _look that could have come from those green eyes. It was almost as bad as what she said next. "We're already late celebrating your Grandpa's birthday, Gwen. And all he wanted was to spend it with _you._"

"I know." The words made Gwen's stomach _lurch _with guilt, but that didn't stop what she said next even as she tried to grab for the covers. "But why are you even _letting _me go? I thought you were still mad at him." They were the last ones she ever imagined she would, but she said them anyway because they were the last chance she had to get out of this. To get away from a Grandpa who barely talked to her and cousin who couldn't stand to look at her.

Her mom froze and her eyes went wide at the words as the covers slipped out of her hands. Covers Gwen grabbed and yanked back up even as her mom turned and sat down next to her, and it was _almost _the last thing Gwen saw before she disappeared under them. Almost, but her mom reached out first, and when she felt the hand brush through her hair it was her turn to freeze, her turn to let the covers drop just enough that she could look at the woman as she sighed again. Sighed and pulled up her legs so she could lie down next to her like she hadn't in _years_. Shoes and all.

"I am," her mom finally said as they shared a pillow and her hand went back to the photo album, her fingers tracing the picture in the cover. Her mother's eyes were wet and her mouth twisted as she looked up again. Not into the frown that Gwen was sure she'd see. Not when the woman's lip quivered as her hand moved from the album to Gwen's head. "_We_ all are."

There was a sigh then as Gwen turned into her mother's hand so she wouldn't cry and fingers brushed at the hair she didn't even have the energy to find the clip for as the words kept coming. "I wish you could understand, Honey. Your Grandfather _lied_ to us, Gwendolyn. I know he only did it so we wouldn't worry after that awful day, but he did." It was the way that her lips turned into thin lines as she said that made Gwen push herself up so she could defend the man, but her mom looked away before she could and sucked in another breath. When she met Gwen's eyes again she just looked embarrassed as she bit her lip before she added, "And I overreacted. We all did. We were worried sick already, and when you all pulled up in Aunt Vera's car we took it all out on him. We've all apologized and worked it out, but even if we didn't - even if we didn't, I wouldn't keep him from seeing you. Especially not today. Besides, he's promised that he wouldn't do it again if the three of you ever go on another road trip."

Another trip? Gwen heard the words and almost laughed. She wasn't worried about another trip. She wanted this one back. She wanted...

"I can't imagine how you must have felt after what happened, Gwen, after what you _saw. _I wish so much that you would talk to me or your dad or your Grandfather about it," her mother said. "I do know you're tearing yourself apart because of it. I don't know why, but I know that you are."

Gwen almost laughed because she _couldn't. _Because it was all her _fault._ She'd thought of a dozen things since that night that she could have done that would have fixed everything if she'd just been faster, or stronger, or smarter or as perfect as her mom thought she was, as she _tried _to be, but it wasn't enough and not even magic was listening to her anymore.

All of that went through her head _again _and then her mother said the only thing that finally made the thoughts stop.

"And so is your cousin."

Gwen opened her mouth to deny it, that he was just mad at her, but the only thing that came out was a sob.

Her mother pulled her close and kept brushing her hair even as she sniffled, too. "I know that you don't believe it, but he is. Your aunt and uncle are as worried as we are about him and about how you two aren't talking. I still don't know how you two ended up being friends after all of these years, but you're such good ones now. And friends don't leave when things get bad. Not real ones, and I _know _you, Gwen. I know that's just what you are. I know it's hard, but you have to try. If for no other reason than the fact that school is coming up and he needs his best tutor back."

"He won't show up," Gwen said. She thought he would at the first karate class, but he never even got out of his mom's minivan after he opened the door. No. He just took one look at her, closed his door, and drove away.

And she couldn't even blame him.

"He'll show up today, I promise. He will even if Carl and Sandy have to tie him to the seat," her mom said, and then her voice cracked as she kept stroking Gwen's hair. "We all kept hoping that if we gave you two enough space that things would get better, but they didn't. All you did was hide all summer. You're better than that. My little girl has never hidden from anything in her life, except maybe spiders."

Gwen let out a startled little laugh at that. One she couldn't help as her mom finally smiled and leaned in close. Close enough that she felt the lips brush her forehead as she tried to explain that she wasn't hiding. She was just trying to figure out what she should say, but the words wouldn't come.

They hadn't in weeks. Not for her mom or Michelle or the only person that made them matter. Not here or at the dojo or anywhere else her parents or her best friend dragged her to.

The only thing that came was guilt. The only things she felt were lost and alone.

She used to be so _good_ at being alone, too, but she didn't remember how anymore. How she faced every day without anyone to talk to without a Doofus bugging her with endless text messages, or poking her as they went through flashcards she made for when they studied together, or sharing a smoothie in the middle of the night after they saved the day. She tried, though. The other day she pulled out her old planner and markers and tried to plan out the rest of her summer like she used to, but it didn't help. It just felt... pointless. She ended up just doodling all over the planner until the markers went dry. "I don't - I _can't..._" She whimpered into her mom's shoulder.

"Yes, you _can,_" her mom finished for her when she _couldn't. "_It'll be okay. You'll see. It's only for a few hours. You put up with Ben for a whole _summer _back when he was ten and he acted a whole lot worse."

"He wasn't-" She started to say he wasn't that bad, but he was. He was so bad that she wanted to strangle him half of the time, but only half. The other...

For once, her mother saw through her. The woman pulled away and gave her a look that tried so hard to look serious before it turned into a grin. "What have I said about lying, Gwendolyn Rose Tennyson?"

Gwen flushed at that and for once it wasn't because she heard her full name. Flushed and squirmed as she admitted, "I was pretty bad, too."

She expected her mother to disagree, not the bell of a laugh that she got. "You don't have to tell me that! You were _horrible_ back then."

"I was not!"

"You were, too! I've never met _anyone _as bossy and as sure as you, but you were ten. Everyone is horrible when they're ten." Her mother looked at her and was quiet for a long moment. Gwen squirmed because she knew that look and could just imagine the baby pictures that her mom was seeing as she reached up again and brushed a lock of hair out of Gwen's face."You've both grown up so much since then. And you are both stronger than this. Stronger even than that _alien._"

Gwen wished she was, but she heard the step squeak outside her door and she just wanted to run.

She wanted to, but she didn't.

Not until Grandpa knocked at the frame of her door, but the second she saw him smile as he filled the doorway she sprung out of bed and forgot about her mother and the album and everything else as she dashed across her bedroom in relief. The force of her hug staggered the big man back and knocked the air out of his lungs and she _almost _felt sorry for doing it, but he had his arms around her before she could say a word and he squeezed them all out of her. Them and a few tears as she buried her face in his barrel of a chest because she was so sure he hated her, _too, _and seeing him smile when he saw her...

It was almost as good as hearing his chuckle again, but nothing compared to the feeling of him wrapping his arms around her as he whispered, "I've missed you, too, Pumpkin," into her hair. They were words she didn't think she'd ever hear again after she'd let him down so bad, and when she did…

Time just stood still until it didn't. Until she heard her bed squeak behind her as her mom got up. "Max."

Grandpa tensed and Gwen would have spun around when he did if he let her go even a little, but he didn't even if his voice did catch a little. "Lili. How's Frank?"

"Busy," the woman said because it was true. He had so much work now that he came home late every night looking exhausted, and he still spent hours just sitting with her in this room even though Gwen didn't know what to say. He was there this morning, too, until he got a call for a meeting that he couldn't miss and the look on his face as he went… Even Michelle was quiet after that. And all of that was in her mom's voice as she added. "As busy as _you, _Dad_. _He would have been here if he wasn't." Her voice was so cold as she said that and her steps were so soft as she stalked closer that Gwen closed her eyes and just _waited _for the fight that was coming. Only it didn't. Instead, her mom sniffed and her voice quivered. "You Tennysons, always having to save the world."

Her Grandpa laughed at that even as Gwen startled at the words as it turned into a three-way hug. "Always."

Not that it lasted long before her mom pulled away and she squirmed out of his grip. Not far, just enough that she could turn her head up and look at the man. Grandpa looked so much older with his face tanned and his snow-white beard and hair almost wild and a good half-inch longer than she'd ever seen it before. It was enough that it squeezed her throat tight around the question she knew she had to ask. He'd been down in Phoenix all this time and helping while she just _sat_ here and it was too much. "How's…"

"We're getting there," Grandpa said when she couldn't finish because he was Grandpa and he _knew. _He lost some of his smile even as he reached up for her cheek and wiped away a tear with his thumb. "It'll be a while yet, but we are. You and your cousin don't have a thing to worry about, Pumpkin."

The message behind that was as clear as the words themselves. The world didn't need heroes, didn't need them. She shouldn't have felt so relieved.

Or so hurt. "Good."

Then her Grandpa hugged her close again. "But we're not going to worry about that today, are we, Gwen? It's my birthday and it's already off to a great start now that I've got two of my favorite girls right here."

Her mother bit back a laugh at that. The one that Gwen should have made if it wasn't so hard to hold back the tears. Tears that her mom must have caught as her laugh ended in a sniff of her before she said, "Not all that great, Dad. I saw what you pulled up in."

The noise was just her mom's way of teasing, not the real one, but Gwen pushed out of her Grandpa's arms anyway. "You got the Rustbucket back?!"

Only his hands on her arms kept her from bolting into the room across the hall so she could see home for herself. "No," Grandpa said, and her smile died as his got a sad edge to it. "I'm sorry, Pumpkin. There wasn't anything I could do for my Old Girl, but I've found an even _better one." _

There weren't words for that, just an excited squeal as Gwen bolted down the stairs with visions of a whirlpool bath and everything else that she ever dreamed of. Everything slick and modern that just _worked _as she grabbed the doorknob and yanked it open so she could see…

Anything but what was waiting in the street in front of her house. Words failed her until she heard the footsteps behind her. Footsteps that always seemed too soft for a man that big until she found out _why. _Not that it mattered as she spun around and stomped her foot. "You could have gotten a nice one! Why did you get _another _Rust Bucket?!"

Because that was just what the RV she saw was. It didn't even look all that different from the real one, it just had an actual nose. Even the colors were the same. And so was her Grandpa's proud smile as he looked over her head. "Nah. The new ones have too many doodads. I like my home to have character."

"Is it - ?" her mom started to ask as she followed, and if Gwen didn't see the worry written all over her face the ways she brought a hand up to her mouth would have given it away.

Max nodded, suddenly serious as he looked at them both and nodded. "I've gone over it twice, and so have a few of my buddies. It doesn't look like much right now, but everything is ship-shape. She'll get us there and back, Lili. Scout's honor."

Her mother didn't look the least bit convinced, but she nodded anyway before she pulled Gwen in for another hug. "Have fun. And tell Ben that we miss him. Tell him he can come over whenever he wants."

Gwen just nodded even though she didn't need magic to know he wasn't in the thing and she just wanted to go back to bed. But _that _wasn't going to happen, so she let her head fall as she took a step towards the RV that looked so much like their home and was all the more _wrong_ for it.

"And don't forget to give your Grandpa his present, you Silly Bean," her mom said with a titter of a laugh.

Gwen blinked in confusion before she realized. Then she turned and hurried over to the living room's coffee table and the new stew pot with a bow tied around it that she'd left there last night. "Happy Birthday, Grandpa," she said as she hurried back.

He grinned as he took it, but it didn't touch the worry that she saw in his eyes when she dared glancing up. "I knew you liked my cooking."

"It's grown on me," Gwen said with a smile as she tried her best to play along. Besides, it was true. Literally in some cases. It had been months since she had octopus, but she swore she still felt it inside of her stomach as Grandpa put his arm around her and they walked out to the new Rust Bucket together. She would have stopped a dozen times, but he wouldn't let her. He just talked the whole way, not that she heard a word over the sound of her heart in his ears as he reached up and opened the side door because maybe Grandpa could forgive her, but...

Grandpa was the only reason she even kept moving. She didn't have a choice after he clamped his huge hand down on her shoulder before she could bolt and squeezed. That and the fact that it was his birthday and she couldn't let him down. Not again. So she stepped through the door, looked through the empty RV...

And saw _him_ in the dining booth.

Ben was just sitting there in his spot like he had thousands of times before and Gwen couldn't take her eyes off of him. Not when she hadn't seen him in _weeks. _He looked tired and thin and his hair was a mess even for him, but he was there. He wasn't even tied up. He was there even if he wasn't looking at her. Even if he was just staring at the table and the stains that were in the wrong places.

He didn't look at her, but she couldn't stop staring at him.

Gwen went and sat down across from him as he studied the table between them. She wanted to sit next to him, but her whole body felt as tight as a piano wire and she was afraid if she sat next to him she would snap.

He was right _there_. She'd had so many nightmares where he _wasn't. _Where he was…

And he was right there.

She barely even noticed when Grandpa walked away. There was just the softest brush of his hand in her hair before and then the cough of the engine as he started it after and they were off. After that, there was just the sound of her heart pounding and _him _as the city outside of them gave away to the country and the roads got smaller and less crowded.

Ben was right _there, _and her hands ached for his as he ran his fingers picked at a scratch that was dug into the old fake wood of the table, but she couldn't make them move or say a word through the cotton in her mouth. She just _stared _at him as he sat there in a green windbreaker and the wrong shirt. Wrong because it wasn't his lucky one or the one she got him. There weren't even any band names splashed across the front. It was just a black shirt.

It seemed so wrong for him to be wearing anything that dark and plain that she wanted to ask, but she didn't dare.

And then they stopped and Grandpa was back before she could think of _anything _else_. _She felt his eyes on her and watched Ben squirm and knew that the man was watching him, too. Watching just like _she _was. She heard him clear his throat and knew he was about to say something _important_, but she had no idea what it could be. Finally, he nodded to himself and said, "Thank you for the gifts, guys. I can't wait to try them out, but they aren't what I was hoping for."

Gwen blinked as a new wave of guilt hit her. She knew all of his cooking stuff was gone, and that was his favorite thing in the world even if nothing he made belonged on it. She thought that the stew pot would be a perfect start to a new set when her mom asked, but she barely even thought about it and she _should _have. She looked over to make sure that he hadn't already gotten one, but the only thing she saw was the stew pot and a shiny new skillet. He didn't even have dishes yet.

"I told Mom we should have gotten you a new frying pan," Ben muttered.

Grandpa grinned at that and shook his head. "No. You guys did good, but there's only one thing I want." He looked at the two of them, and he mouthed the word _try_ to them both. Then he looked out the side window and Gwen followed his eyes as they looked out at a pond that she'd never seen before. "It's been an age since I was here last and there's something I want to check on. You guys talk, I'll be right back."

And then he left. He left them by themselves. For the first time since they watched the stars in Aunt Vera's backyard, they were alone and together.

"What did he want?" Ben asked as he watched the door close over her shoulder because of _course _he couldn't look at her. "A waffle maker?"

"You are such a Doofus," Gwen said as she shook her head and almost laughed. She saw a spark of fire in his eyes and got ready for the name-calling contest, but he didn't say a word before he looked down again

If they couldn't even fight...

She stared and prayed for the words she'd spent the last few weeks looking for, but they didn't come. A thought wriggled out of the nothing as she stared at the green coat and the number on it and she seized it up because it was _obvious_ what it was even if she hadn't found his school colors before he even started last year. "Daddy said you made the soccer team."

Ben just shrugged. "I'm just the goalie. It's no big - "

She felt her nails dig into her thighs right through her capris even as she stared at the number and forced a smirk. "And they made you number ten? Ben t- ?"

"Don't even!" Ben huffed at and she couldn't breathe because he sounded like her Doofus again even as a scowl cut deep into his face. "Coach thought it was _funny _and I've..." The fire in his voice was so close to what it _should _have been, and then it just faded away as he shook his head. "It's just a number."

"I know. But it sounds good and you'll be -" And the word caught in Gwen's throat. She couldn't do this. She couldn't sit here and lie. Not to him. "You don't even care about soccer."

He reached up and rubbed the back of his head, but he still didn't meet her eyes. "Yeah, I -"

"You don't even _care!_ You never talked about it at all," she tried to get control over her mouth because this was the first time they'd talked since forever and she was yelling at him and if she didn't stop he would walk away and - "You were good at karate! You went through all the belts that I did in half of the time!"

He flushed and froze at the words until he mumbled, "I had a good teacher."

Heat filled her cheeks because she knew he didn't mean Sensei. Every time he had a problem with a move he came to her for help. He did what she said and never complained even if he moaned about it. When he finally got it right he always looked so happy, and she felt so proud. "You liked karate and you can come back. I know you can come back."

Sensei said that often enough. He told her that every day she went to the dojo as he asked her questions she couldn't answer with eyes as worried as Grandpa's and almost as miserable as Ben's were as he sank deeper in his seat. "No."

"But why?"

"Because we would have to..." Ben said as the misery in his eyes turned into something panicked - trapped - before they disappeared behind his hand as he shoved it through his hair. "I'd have to - "He fidgeted like he was about to bolt. If he left... Then he closed his eyes and whispered. "I hit you. You were hurt and I..."

Gwen blinked in confusion as her mind raced, and even more when she _realized _and her heart broke again even as she hated the man who owned this RV. That night was a mess in _her _head, and she didn't get injected with whatever it was that Grandpa used on her Doofus. She tried to keep it out of her voice as she reached over and grabbed his hand and knew she couldn't. "You didn't! You've never laid a hand on me, Ben. I promise you didn't."

He froze at the touch and she felt the panic fill him. Enough that she was _sure _he'd yank his hand back, and her eyes filled again when he didn't. God, when did she turn into such a _girl? _She waited for him to tease her like he _should, _but he just squeaked out, "That's not true. I put you on the mat _twice_."

It was a weak joke. And a weaker dodge. She was about to call him a Doofus, but she knew it wouldn't fit. Not now. "Ben. You didn't. I wouldn't have let you."

"You aren't that good."

"I so am."

Ben stared at her for so long after that. Enough that she would have squirmed and said _something _if he was anyone else, but she didn't now. Now she just stared back and did her best to _make _him believe her. It might have even worked because he finally gave her a little nod and almost seemed to relax a little bit. Then he looked around and his hand was in his hair again. He made a face as hers fell and said, "I gotta get out of here. This place doesn't feel right."

She didn't say a word. She just nodded and let go of his hand as she got up and followed him out, and then rushed so she could stand next to him. She waited the whole time for him to yell at her, or run off. She waited and felt _sick _doing it, but he just shoved his hands into his jacket pockets and stared at the ground as they circled the pond together.

Not on the path that was right there and led to a little dock on it that seemed so familiar. No, he walked through the bushes right next to it because he was still _him._ Not that she cared. Not when he was right _there. _Not when she could feel the material of his jacket brushing her arm as they walked through grass that tickled the strip of skin at her calves that her jeans left bare.

The park - and it must have been one - was probably beautiful, but she didn't even glance at it as they walked. She just watched the boy next to her from the corner of her eye until he stopped dead in his tracks and so did she. Instinct made her look at the lake as a huge fish jumped out and splashed not ten feet ahead of them.

One that looked so familiar that it _itched. _

And then she _remembered. _She looked all around and grabbed his arm again because it was suddenly all so familiar that she almost staggered even though they hadn't been here in _years. _"This is Grandpa's pond!" The one she hadn't been to since she was little. The one Grandpa took her to because of the boy next to her…

She didn't remember why though. They were too small. She just got a flash of him tearing up a piece of paper that seemed so important as their moms _yelled _at each other and her _pushing _him because of it. Then there were just tears after he went away and...

"Duh," Ben said next to her and it almost sounded like _him _again as the fish jumped again and splashed the water right next to them just like it did when she was small and had a fishing line right _there_.

Gwen stared at it and the ripples it left behind and wondered if the fish was _hers. _The first one she had ever caught and the one that Grandpa had talked her into putting back because it was such a small thing.

She fought so hard to keep that fish.

Why did she fight so hard for a fish, but not for them? She could feel him slipping away from her even though he was right next to her. Slipping right out of her hand again. That thought shook her to the core and was the only thing that finally forced the words out of her that she'd been thinking for _weeks. _The ones she was never brave enough to say until now. "I'm sorry."

Ben stopped dead in his tracks at that. He stopped and looked as confused as he ever had with math. "What?"

"I'm sorry that I let you down. That I made you face that _monster_ by yourself. If I'd been _faster _or _smarter..." _If she was as smart as everyone said when it didn't _matter. _When it was just some stupid _test _or science project. She hugged herself tightly and stared at her feet as she fought tears because he was almost just a photo in an album and it was all her _fault_. "You've been there _every _time I needed you, Ben, but the one time you needed _me…"_ her voice caught there because they weren't the right words.

If she'd just _held on. _

"_You're_ sorry?" Ben repeated as he looked away and _laughed_ and she squeezed her eyes tight and looked away at that bitter sound because she'd hurt him enough. She wouldn't do it more by crying. Not now. She should have known it would take more than a half-assed apology. "You almost _died _and you're _sorry." _

Those words hit like a punch and that was when she realized that he wasn't laughing at _all. _Her breath caught as her eyes flew open, but he had his back to her and kept it that way even as she grabbed his arm. "I - I am. I could have - "

He shook his head again. He shook it and finally looked at her with eyes that were red and still wet even after he wiped them with his sleeves. "There wasn't anything you could have done."

"There was plenty!" She shouted at him as her hand slipped down his arm to his and squeezed hard so he'd stop _pretending _that he didn't hate her. "I could have made a shield, or a tornado or a - "

"Squidface was _waiting_ for us! If it wasn't the drone it would have been something else," Ben said, his voice shaking, and he sounded so _haunted_. "He told me. He attacked the city just to lure us in. Lure me in. He was waiting and he was ready."

"I still - "

"It was all my fault. He killed all those people because of _me! _He almost killed _you _because of _me! _He wanted to make me _watch_ because - "

And instantly she forgot her guilt, just for a second. "What?"

"I can't believe that mom and dad _made _you come, I'm - I know that you don't - " Ben muttered, his voice as miserable as the rest of him as he kept staring down at a table that was just as wrong as everything else. He just shook his head and sounded like he was getting strangled as he rubbed his left wrist and he said, "If I had just left the Omnitrix alone, he wouldn't have bothered with us. He wouldn't have hurt _anyone, _but I had to be a _hero _and…"

She heard his voice break at that as he turned away and felt him flinch as she took his shoulder and tried to make him turn back, but he wouldn't. "Vilgax was a _monster_, Doofus. You aren't responsible for - "

"_He wouldn't have - !"_

"Ben!" Gwen said as she tried to cut in, to take away the horror in his eyes, but he wouldn't let her. He just turned his back and bent over as his breath came out ragged and she was _sure _he was going to be sick, and she just wanted to hold him, but…

But if she touched him…

She didn't breathe until he could. She just wrapped her arms around herself and watched until he finally straightened and she saw his face again. Saw the horror that was still written all over it and didn't disappear even after he closed his eyes and rubbed at them with the heel of his hand. His watch hand, the still pale skin just showing as his sleeve pulled up. "I can't do it. I can't _spar. _I keep going through the fight in my head and I - And soccer is... It's not bad."

"Oh," Gwen said as her shoulders slumped. What could she say to that? She shouldn't have pushed him about karate, but that was the only way they would spend any time together. She should have realized that he needed to get away from everything for a while. And if he needed time away from her, too, then… "I'm…"

"I need a break from fighting," Ben repeated as he let go of her hand and jammed his back into his pockets and shuffled his feet. His next words were a mumbled rush and he didn't look at her at all as he said them. "But it's not like my school is any further away from the dojo now and I checked the schedule. We're out a half an hour before you, but Mom keeps saying that waiting a few minutes wouldn't be a problem."

Gwen's breath caught at that and her mind froze until his shoulders slumped and he kicked at the ground. "Yeah. I under - "

That was as far as he got before her body finally _listened _and she jumped him. _Maybe _he would have caught her if he didn't have his hands in his pockets. _Maybe _they wouldn't have ended up tumbling down together in a tangle of limbs as she hugged him tight. Maybe, but she hoped not as he landed flat on his back in the grass, and she ended up on top of him just as he got his arms free and wrapped them around her.

"You could have just said okay," Ben coughed into her ear as if the words could hide even a bit of the relief that filled his voice and he was only trying to hide because he was a Doofusand a _boy. _

But she didn't care.

"What fun would that be?" She asked and felt giddy because _this _was her Doofus. The guilt was still there, but for right now it didn't matter.

Not as he squeezed her even closer. Not as she looked up and saw him finally grinning like a _dork,_ too, as he let his head fall back into the grass and she felt him relax under her. "Good."

"Better than good," she mumbled as she closed her eyes and just felt the relief flow through her. For more than a month now she'd been trying to think of a way to even start to fix things and here it was.

And she still couldn't think of any words. Not when something broke in her chest and all of the sleepless nights hit her at once. Not when the sound of his heart was right _there _as she laid her head on his chest and just _listened_. She knew that she must have looked like such a _Dweeb, _but she didn't care. Not right then.

No, she just listened to the fast thumps of his heart as she breathed in the smell of him and the grass and trees, listened to it speed up because she was a _nerd _and she had to count the beats and it was all just _perfect - _like _heaven - _and she wished that they could stay there forever.

Perfect enough that she was just about to fall asleep in his arms - and maybe she did. Maybe they both did for a moment. She hoped so because she could tell that he'd gotten just as much sleep as she had just by looking at him. She thought she heard him let out the little snore he always made and almost smiled when he squeezed her and finally asked, "Did you fry that big brain of yours or did you forget that you gotta move that big butt of yours before we hang out?"

"M'butt'snot_big," _Gwen grumbled even though he was too comfy to get mad at and too warm for moving to even be an option. "And no."

"I could _make_ you."

"No, you can't. You don't have the Watch anymore." Gwen was _almost _back to sleep when those words slipped out of her in a sing-song. Then they sank in and she forgot all about it as her eyes shot open in a panic.

But he just laughed. "_Please. _Like I need the Watch to move a Dweeb," he said even as his hands slipped from her back to her sides.

"Don't you- !" Gwen tried to scream as she realized just what he was going to do, tried to kick away, but she was too late. His fingers danced against her ribs and she exploded in laughter. She tried to roll away, but he followed. She tried to slap him away, but he just grinned. She tried to kick him away, and he just sat down on her hips to keep her pinned as he _tortured_ her.

She was just about to beg him to stop when he froze. She felt his fingers on her stomach, and she giggled a few more times before she realized that he wasn't trying to tickle her any more. She looked down and realized that her shirt had ridden up in the struggle and her stomach was bare now. A stomach his fingers brushed at as they moved over her skin. The last of the bruising had finally faded a few weeks ago and it looked finally normal again. At least to her.

But Ben wasn't smiling anymore and his eyes were looking at something far away even as he stared right at her and whispered, "You almost - I thought you... I kept trying - And then I saw the fireball and I thought..."

"I let you slip out of my fingers," Gwen said in a whisper of her own after he stopped, the words just spilling out as she wrapped her hands around his and squeezed them hard. She heard him suck in a breath at the words she couldn't stop thinking and he _finally _met his eyes and the rest followed the tears that finally ran down her cheeks and cracked her voice. "I - I see it every night. I try to hold on to you and I can't."

"I wanted to talk to you. Every day," she heard the words, but she didn't know who said them. It didn't matter. Not now. Not that she even imagined that everything was fixed, but she finally had a place to _start. _

She had her Doofus_._

They sat like that for a long time as he kept looking for bruises that weren't there. Gwen looked up at him and let go of a hand so she could brush his messy hair back from the eyes that were still green but were too haunted to ever look right for her Doofus. "I'm okay, Ben. Everyth - "

His lips were on hers before the word ended. Their first kiss was hesitant and over almost before she knew it happened. So was their second, even though _she _was the one who started it, and their third was sweet, but this one…

This one went on _forever. _This one only ended when her lungs _burned_ and started again even as she turned and gasped for air. He missed her lips and it didn't matter. So did she as he pulled back in surprise and a bit of embarrassment and she didn't _care_. Especially not when it was her turn and she just peppered his face with kisses as she cried because each and every one proved that he was _alive _and _here _and _hers._ He only tried to pull away once, tried to say _something _and she just saw his smirk under his wet eyes and that was enough. Enough that she buried her hands in the mess of his hair and pulled him back down to her.

She missed the sound of his voice so much, but right now she just needed his lips, needed _him _even as she heard something rustle in the bushes. Something that didn't mean anything until she heard Grandpa cough and say, "There you guys are."

And they jumped apart as she discovered bold new frontiers in blushing. Ben went scrambling back as she tried to yank the hem of her shirt back over her stomach and felt _sick _because she _knew _that they had to be careful. So careful because no one would understand and a thousand nightmares went through her head. Careful enough that only Michelle ever noticed anything, and now...

Now she almost had her Doofus _back _and the world turned into a dark tunnel as she pushed herself away. She saw the same horror written all over her Doofus's face even as she felt the echo of his kisses on her lips.

"We were just playing around!" Ben said as he shoved her away and sprang up to his feet. Only the look on his face kept her from yelling at him when her butt hit the grass.

A look she wished she hadn't _seen, _because of her "Hey!" sounded so fake and wrong when it finally came out. Fake enough that she was sure she'd see the horror on Grandpa's face when she finally dared a glance. Horror or disgust as she waited for him to drag them back home and tell their parents and she would never see her Doofus again…

She thought she was going to be _sick. _If she'd eaten _anything _she might have been because she tasted something _foul _as her heart hammered.

But the big man was just blushing as he looked up at the clouds until she finally squeaked out a weak, "Grandpa?"

He glanced down second later and let out a relieved sigh that made her pull at the long sleeves of her shirt and Ben squirm as Grandpa rubbed the back of his neck and cleared his throat. "I brought you guys out here today because there's something I wanted to show you. Something I thought would help, but..." Then the corners of his mouth flickered up into a smile. Not a big one, but a smile anyway as he coughed. "But I guess you two worked things out on your own."

"Grandpa…" Ben whined as his face burned brighter and his hand found the back of his neck. "It wasn't - We - "

And then it found hers when he let it drop. He held her hand tight as he looked up with a challenge on his face that Grandpa didn't even try to meet. He just shook his head as Gwen stared at them both until she burst out, "What? What did you want to show us?" just to break the silence.

Grandpa jumped and blinked at that. Then he just looked at them both and nodded. "Right. Come on, and I'll show you," he said as he turned and led them away from the pond and the new Rustbucket both and into the woods. Gwen felt as confused as Ben looked as they followed. It wasn't fair, it wasn't even out of sight of the pond, but she wished she could take her Doofus's hand and squeeze it anyway as Grandpa walked, his hands brushing the trees as he rambled on. "I didn't mean to be gone for so long, but it took me forever to find it. I was starting to think that it had gotten knocked down in a storm or something." He said as he stopped and circled a tree that was bigger than all the rest. One that he ran his hand over just like he did every time the old Rustbucket got a new scratch or dent in it.

"It's a tree," Ben said in a flat voice because he might be busted and nervous, but he was still him and not_hing _would ever change that.

"It's a nice tree!" Gwen added as she glared because nothing would change that either. Not even the way Ben's eyes glittered as he gave her a look and just shrugged as they followed their Grandpa around the tree as she glared. But that didn't mean that she didn't have the same question itching on the edge of her tongue. A question she almost let slip out when she saw the heart that was carved into the bark.

A heart with the letters M + V inside.

Gwen gasped into her hands as she stared at those letters. The ones Grandpa reached for and brushed his fingers over. He sounded so distant as he said, "I used to bring your Grandma Verdona here whenever I could because she always loved being around the water, not that we got a lot of chances. But you have to take them when they come and - one day after your dads went off at college - we came here and did something a little silly. We had a bit too much sun and bee – lemonade to drink and, just for a few minutes, we forgot that we were both closer to fifty than forty and acted like kids again."

His thumb found the V and followed the sharp line as he added, "I was gone so much back then, but I thought I would always have time to make it up." The words were barely a whisper and then he was just gone. Gwen could see it in his eyes and it made her leap forward so she could give him the hug she didn't need to be a sorceress or a hero to know he needed. A second later Ben was there, too, with an awkward pat on the back because he was a _boy_, but it must have been enough because it _worked. _Grandpa started and turned as he wrapped an arm around her and held out his other. Ben grumbled for almost a whole heartbeat before he stepped forward for a bear of a hug. "Thanks, guys, but that's not why… Don't make the mistake I did. Don't _wait._"

Something in his eyes made her and Ben back up and reach for each other's hand again. There was no point in pretending anymore. "How?" She asked because he _had _to know before he caught them. He wouldn't have shown them this if he didn't. How did he find out?

How did she screw up?

There was a flicker of _something _in Grandpa's eyes at that, but he shook it away with a smile as he reached over and squeezed her shoulder. "You two can't hide anything from me, Pumpkin. Not after I've watched both of you grow up. I've seen you at each other's throats and risking your lives to save each other. I've seen you both so happy and I hope the last few weeks are the worst you ever have to deal with. I've watched you both and..." And his voice failed him just like they did her.

Grandpa let them go so he could reach into his pocket and pull out the folding knife he always had there. The one he'd gotten when he had first joined the Air Force and kept ever since. The one she'd heard all sorts of stories about, enough that she knew it used to be painted blue and been stamped with an Air Force logo, but that had all been worn away years ago.

Now there was just the metal left. Just what _mattered, _Grandpa always said.

He stared down at the gleaming steel for another heartbeat before his eyes went to the heart again and he let out another sigh. "I carved that with this knife. It's still plenty sharp, and this tree should last a long time. Just promise me..." He gave the tree one more look before he turned, reached down for their joined hands, and slipped the folded up knife between them. He looked them both in the eyes and said, "Just promise me you'll be careful."

Gwen could only swallow and nod as her vision blurred again, and Ben didn't even do that much. He just _stared _at her with wide green eyes. Eyes she missed as much as the rest of him.

"I'll be waiting back at the Rust Bucket. We have a bit of time before my birthday dinner and I have some marshmallows that need cooking when you're done," he said as he reached up and squeezed Ben's shoulder and then brushed his hand over her hair. Then he turned and walked away.

Gwen watched him until he disappeared in the trees and then she turned and swallowed hard as she stared at the boy next to her. He stared back at her as he squeezed the knife in their hands, but neither of them moved. Not after all the time that they'd spent dancing around this. Since the night under the stars, the dinner, New Years'…

No, they'd danced around this for years now. Since their first summer together and before that. Since before she even hated him. Ben swallowed so hard next to her that she could hear it as he stared down at the knife and ran his thumb over the side of the handle. "If we do this…" he started, and his voice cracked in the middle. She almost laughed at the sound of it, and then he looked up and the wide green eyes she'd missed so much stared right into hers as he asked, "If we do this it won't be a game anymore, will it?"

"No," Gwen squeaked the word out through too dry lips as she just looked at him and remembered the last two years. They were the most terrifying and fun and thrilling and way too often stinky years of her life and she'd almost forgotten them all because of the eight longest minutes of her life. Eight minutes where she had seen her life without him and she just couldn't deal, she just _hid _from him and everyone else and she knew…

She knew if it wasn't for today, she'd still be hiding. She'd have hidden for _years _if her mom hadn't dragged her out of bed and Grandpa hadn't brought her here, and she'd have spent it with the same empty look in her eyes that she saw in all the photos of her Grandmother and that still filled her Grandpa's.

Gwen knew it and it _still _didn't make it any easier. Not when it took her _months _just to work up the courage to kiss Ben back and if they did what Grandpa wanted it would mean so much more than a kiss. It would be a promise and…

And she just wanted to forget about the knife and leaned forward so she could find her Doofus's lips again. Her mind raced with worries as she did just that. Worries that melted away when they kissed. "No, it won't," she repeated when she finally pulled away, sure for the first time since New Years'.

She was done with worrying, with games.

He was, too. She could tell just by the way the corner of his lip curled up. He only did that when he was _serious _and she almost squealed at the sight of it. Only dignity stopped her, but it couldn't keep her from bouncing on her toes as the curl turned into a grin and he took the knife. The blade caught the sunlight as he flipped it open just like Grandpa showed them, and pressed the tip against the bark a foot under where Grandpa had carved into it a long time ago.

"Let me do the letters," she said as he got started.

"Stop being so bossy," Ben said right back as the first bit of bark broke free.

"Am not! My handwriting is just better than yours and you _know_ it!"

"On _paper! _This isn't the same thing, Dweeb."

"Is too, Doofus," Gwen said before she _cheated _as she wrapped her arms around his middle and pressed a kiss against his cheek. Not for the quick dart that she usually gave it, even if it did still end when she couldn't hold back her smirk anymore. Especially when she saw his face burn bright red. Then he turned his head when she pulled away and just stared, his words gone again but this time she just giggled at the sight.

Finally, he blinked and stammered, "B-Both do half?"

And she just smirked and nodded, sure that he'd get her back soon just from the look in his eye and bit her lip because she couldn't wait to find out _how_. Then she almost gasped as she realized that he didn't have to do more than smirk a little to leave her blushing and make her hide her face in his shoulder. "_So _not fair!" She mumbled because maybe she really was sick, but she didn't let go even as she felt him chuckle. He already had the tip of the knife against the tree when she finally dared look up again. She stayed bent over so she could rest her head on his shoulder as she watched him carefully carved out a B and a curved line around it before he held out the knife.

"About time, Doofus," she said as she took it, her voice so much more prim and proper than she felt because the pain was still there in his eyes just like she knew it was in hers, but it didn't matter anywhere near as much now. Not even when he took the knife's blade with his left hand so he could hold it out for her and the sleeve of his jacket pulled up a little when he did. Enough that she saw the pale skin that marked where the Watch should have been. They both paused then as _something _filled his eyes as they both looked at that empty spot. Something that melted away as his eyes met hers again and she felt the mana, the _magic _all around her as he grinned at her, and never as strong as when she took the knife from him and her fingers brushed his.

Her _shaking _fingers. And he saw it, too. She knew it just from the way he laughed, wrapped his arms around her, and asked, "Something wrong, Dweeb?" She shivered at the sound of it and the feel of his fingers as they tickled her side, the _jerk. _

_Her _jerk.

And her _Doofus _and her hero after all they'd been through. _Because _of everything that they'd been through together, and it wasn't just the hero time. He was her _everything _and he was okay and he was right here and he was _hers. _

_**Finally**_.

"No," Gwen breathed as she forgot about even _trying _to say anything else because she didn't need words right now. Not even so she could argue or point out that _she _was the one with the knife now just to tease him. "No, this is _perfect," _she said instead and almost laughed as his eyes went wide with a happy worry before she darted forward and caught his lips again in another kiss because she couldn't help herself.

A kiss that stole away his worry and her almost away as she giggled at the flush that filled his face as they broke apart. Then she turned in his arms and started carving...

\- o - The End - o -

To be continued in Ben 10: Breaking Point Rebooted

* * *

_**Erico's Omake**_

_Once upon a time, there was a boy and a girl who traveled the world with their grandfather._

_They saw many wondrous things, faced terrible dangers, and survived it all. And along the way, somehow, inexplicably...they became friends._

_They came back home and tried to be normal, but they couldn't. They were different now, and they saw the world for what it was._

_They saw the world and knew what they could be, what the world needed them to be._

_They saw a path ahead of them and realized they couldn't walk it alone._

_They were friends, and then in an instant, they weren't. But things weren't like they used to be. They were worse. Because when the world made them hurt, they couldn't face it alone._

_So they cleaved to each other and didn't let go._

_They learned that they could face anything, any pain, as long as they had each other._

_They learned that they were more than friends_

_and that their story had just begun._

\- o - o - o - o - o -

**Chapter Art**

There are two pieces for this chapter. The first was made by my friend csgt. Just add /shadows59/art/Tennyson-Family-Tree-850949327 after the com of DeviantArt.

The second is by kittykillasumaq and you can see it by adding /kittykillasumaq/art/Little-Moments-838827964 after the com.

\- o - o - o - o - o -

**Author's Notes**

I want to thank everyone for reading this. I know that no one was expecting a reboot after all the years I was gone, but the story finally matches the one in my head. Or it's close enough anyway. I even managed to describe what Michelle looked like this time around : )

And thank you to everyone who left a review or kudos for this version or the classic. You made my day. I wanted to put down all your names here, but there are just so many. More people have followed this story than I ever imagined would, all the way back to my first reviewer, Mr. BG.

I also wanted to thank everyone who contributed art to this story. R.L. Cruz, Firette, Kira0503, Zilpa Eden, cgst, Amethyst-Ocean, banmes. You guys made my day and I hope that you'll see more that inspires you as the story goes on. I have to admit I am hoping for one of the first time Ben plays the guitar while Gwen dances...

Finally, I especially want to thank my co-writer Erico because I never would have come back to this world without him. I don't know what gave you the patience to put up with me for all those years, but I can never pay you back for the way that you never let me give up on this story or myself.

Once again, thank you to everyone and I'll be seeing you again as soon as Breaking Point Rebooted is ready.


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